Registration No. 333-

As filed with the Securities and Exchange Commission on October 10, 2003

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

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ASIA PROPERTIES, INC.
(Name of small business issuer in its charter)

NEVADA 6552 47-0855301
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)

Daniel Mckinney, 114 Magnolia Street, Suite 400-115, Bellingham, WA 98225
(360) 392-2841
(Address, and telephone of principal executive offices)

Daniel Mckinney, 114 Magnolia Street, Suite 400-115, Bellingham, WA 98225
(360) 392-2841
(Name, address and telephone number of agent for service)

Copies to:
M. Richard Cutler, Esq. G.J. Armstrong
3206 West Wimbledon Drive 250 H. Street #123
Augusta, GA 30909 Blaine, WA 98230

Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier of the effective registration
statement for the offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier of the effective registration
statement for the offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES BEING OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE

Common Stock, par value $.01 per share,
issuable under Equity Line of Credit 5,000,000 $ 1.00 $ 5,000,000 $ 453.04

Common Stock, par value $.01 per share,
issuable to Placement Agent, Investor
and Legal Counsel 120,000 $ 1.00 $ 120,000 $ 13.60

Totals 5,120,000 $ 5,120,000 $ 466.64

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes of
this table, we have used the price of $1.00 per share. This is the lowest price
at which management of Asia Properties will authorize a draw down.
Please note that payment of this filing fee is offset against payment of a
filing fee in connection with an SB-2 filing by Asia Properties, Inc. under the
name of Asia Properties Investments, Inc. which was withdrawn and refiled as
this SB-2.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

This prospectus relates to the sale of up to 5,120,000 shares of Asia
Properties' common stock by certain persons who are, or will become,
stockholders of Asia Properties. Please see "Selling Stockholders" on page 16
Asia Properties is not selling any shares of common stock in this offering and
therefore will not receive any proceeds from this offering. We will, however,
receive proceeds from the sale of common stock under the Equity Line of Credit.

The selling stockholders consist of:

(1) Cornell Capital Partners, L.P., which intends to sell up to 5,090,000
shares of common stock to be purchased under an Equity Line of Credit Agreement,
dated May 20, 2003.

(2) TN Capital Equities, Ltd., which intends to sell up to 10,000 shares of
common stock acquired as a placement fee in connection with the equity line of
credit agreement.
(3) Cutler Law Group, our legal counsel, which intends to sell up to 20,000
shares of common stock acquired for legal services.

Cornell Capital Partners, L.P. is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Equity Line of Credit Agreement. Cornell Capital Partners, L.P. will pay Asia
Properties 98% of the lowest closing bid price of our common stock during the
advance period under the Equity Line of Credit Agreement. Asia Properties has
agreed to pay a cash payment to to Cornell Capital Partners, L.P. as an
underwriting discount equal to 7% of each Advance under the Equity Line of
Credit Agreement. In addition, Asia Properties has retained TN Capital
Equities, Ltd., a registered Broker Dealer as the Placement Agent and has agreed
to issue them 10,000 shares. TN Capital Equities, Ltd. may be deemed to be an
"underwriter" in connection with the resale of the shares issued to them.

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 September 10, 2003, the last reported sale price of our common stock was
$1.35 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.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. PLEASE REFER
TO "RISK FACTORS" BEGINNING ON PAGE 11

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is October 10, 2003

TABLE OF CONTENTS

Page No.

PROSPECTUS SUMMARY 6
THE OFFERING 6
SUMMARY CONSOLIDATED FINANCIAL INFORMATION 10
RISK FACTORS 11
FORWARD-LOOKING STATEMENTS 19
SELLING STOCKHOLDERS 20
USE OF PROCEEDS 21
DILUTION 23
EQUITY LINE OF CREDIT 24
PLAN OF DISTRIBUTION 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 29
DESCRIPTION OF BUSINESS 36
MANAGEMENT 42
CERTAIN TRANSACTIONS 46
DESCRIPTION OF PROPERTY 47
LEGAL PROCEEDINGS 47
PRINCIPAL SHAREHOLDERS 48
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON 50
EQUITY AND OTHER SHAREHOLDER MATTERS
DESCRIPTION OF SECURITIES 52
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT 53
LIABILITIES
EXPERTS 54
LEGAL MATTERS 54
AVAILABLE INFORMATION 54
FINANCIAL STATEMENTS F-1

As used in this prospectus, the terms "we," "us," "our," "the Company," and
"Asia Properties" mean Asia Properties Corporation, a Nevada corporation. The
term "selling shareholder" means Cornell Capital Partners, L.P., and TN Capital
Equities, Ltd, both of which are offering to sell their shares of Asia
Properties common stock which are being registered through this prospectus. The
term "common stock" means our common stock, par value $0.001 per share and the
term "shares" means the shares of common stock being registered by us through
this prospectus.

This prospectus, which is contained as part of this registration statement, must
be read in its entirety. This is especially important in light of material
subsequent events disclosed. Information may not be considered or quoted out of
context or without referencing other information contained in this report
necessary to make the information considered, not misleading.

You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities covered by this
prospectus in any state or other jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such state or jurisdiction.
Neither the delivery of this prospectus nor any sales made hereunder shall,
under any circumstances, create an implication that there has been no change in
our affairs since the date hereof.

PROSPECTUS SUMMARY

The following is only a summary of the information, financial statements and the
notes included in this prospectus. You should read the entire prospectus
carefully, including "Risk Factors" and our Financial Statements and the notes
to the Financial Statements before making any investment decision.

THE COMPANY

Asia Properties, Inc ("Asia Properties" "the Company", 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
quoted on the Pink Sheets under the trading symbol ASPZ.

Asia Properties currently plans to conduct the following business activities:
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 current place of business is 114 Magnolia Street, Suite 400-115,
Bellingham, WA 98225. Our telephone number is (360) 392-2841

THE OFFERING

This offering relates to the sale of common stock by certain persons who are, or
will become, stockholders of Asia Properties. The selling stockholders consist
of:

- - Cornell Capital Partners, L.P., which intends to sell up to 5,090,000
shares of common stock to be issued under a Placement Agent Agreement in
connection with the Equity Line of Credit Agreement, dated May 20, 2003.

- - TN Capital Equities, Ltd, who intends to sell up to 10,000 shares of
common stock acquired in connection with the Equity Line of Credit Agreement.

- - Cutler Law Group, who intends to sell up to 20,000 shares of common stock
acquired in connection with legal services.

Pursuant to the Equity Line of Credit, we may, at our discretion, periodically
issue and sell to Cornell Capital Partners, L.P. shares of common stock for a
total less the 7% discount payable to Cornell Capital Partners for a total of
$4,650,000 of up to $5,000,000. It should be noted, however, that Cornell might
not invest the full $5,000,000. Cornell Capital Partners, L.P. will purchase
the shares of common stock for 98% of the lowest closing bid price of our common

stock on any principal market on which our stock is traded during the 5 trading
days immediately following notice of our intent to make an Equity Line draw.

Asia Properties may exercise a put every seven days up to $175,000 per put and
up to a maximum of $500,000 per month

The commitment fees and fees associated with each put payable by Asia Properties
under the agreement are as follows: 90,000 shares to Cornell Capital Partners,
L.P. upon execution of the Equity Line of Credit Agreement, and 10,000 shares to
TN Capital Equities, Ltd., a registered Broker Dealer upon execution of a
Placement Agent Agreement, as part of the initial execution costs of the
Agreement. TN Capital will serve as the placement agent to act as our exclusive
agent in connection with the Equity Credit Line. Additionally Asia Properties
will pay fees amounting to 7% of each put. The 90,000 shares held by Cornell
Capital are beneficially owned by Mark Angelo. The10,000 shares held by TN
Capital Equities, Ltd. are beneficially owned by John Steinmetz.

The Agreement between Asia Properties and Cornell Capital may be terminated in
the event that (i) there shall occur any stop order or suspension of the
effectiveness of the Registration Statement for an aggregate of fifty (50)
Trading Days, other than due to the acts of the Investor, during the Commitment
Period, and (ii) the Company fails to materially comply with the certain
requirements in the Agreement respecting covenants of the Company and such
failure is not cured within thirty days after receipt of written notice from
Cornell.

It should be noted that the Board of Directors of Asia Properties, Inc have
signed a Board Resolution stating that management will not authorize any draw
down at a share price of less than $1.00 per share. Therefore, the maximum
number of shares we could issue is 5,000,000 shares. Additionally, the Equity
Line of Credit Agreement prohibits Cornell from holding more than 9.9% of the
outstanding shares at any given time.

Cornell Capital Partners, L.P. intends to sell any shares purchased under the
Equity Line of Credit at the then prevailing market price. Among other things,
this prospectus relates to the shares of common stock to be issued under the
Equity Line of Credit

COMMON STOCK OFFERED: Up to 5,120,000 shares

COMMON STOCK OUTSTANDING
BEFORE THE OFFERING(1) 6,720,782 shares

COMMON STOCK OUTSTANDING
AFTER THE OFFERING Up to 11,840,782 shares

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of stock by any of the
selling stockholders. Any proceeds we receive from the sale of common stock
under the Equity Line of Credit will be used as follows:

Land Valuation-$20,000, Land Surveys & Mapping - $15,000, Feasibility Study -
$30,000, Architectural Fees - $250,000, Structural & Electrical Engineering -
$100,000, Environmental Consulting Fees - $30,000, Anticipated US Legal Fees -
$30,000, Anticipated Thailand Legal Fees - $20,000, Auditing & Accounting Fees -
$20,000, Salaries - $50,000, Rents & Related Office Expenses - $10,000, Travel &
Accommodation - $15,000, Repayment of Loan to Mr. Mckinney - $101,245, Cost of
7% Underwriting Discount $350,000. The remaining approximately $3,958,000, will
be used towards construction expenses. Please see "Use of Proceeds" page 22.

RISK FACTORS

The securities offered hereby involve a high degree of risk and immediate
substantial dilution and should not be purchased by investors who cannot afford
the loss of their entire investment. See "Risk Factors" and "Dilution."

The Line of Credit Agreement is subject to termination.

The Equity Line of Credit Agreement with Cornell Capital Partners is subject to
termination in the event that there shall occur any stop order or suspension of
the effectiveness of the Registration Statement for an aggregate of fifty (50)
Trading Days, other than due to the acts of the Cornell Capital or should the
Company any time fail materially to comply with the other requirements of the
Equity Line of Credit Agreement and such failure is not cured within thirty days
after receipt of written notice from Cornell Capital. Should such termination
occur, we would find it difficult or impossible to continue with our business
plan.

Management will not will not authorize a draw down of funds below $1.00 per
share.

Additionally, should the share price of Asia Properties fall below $1.00 per
share and remain below this price Management of Asia Properties will not
authorize a draw down of funds from Cornell Capital and the Equity Line of
Credit Agreement will eventually expire. This would make it difficult or
impossible to execute our Business Plan without obtaining an alternative source
of capital funding.

Cornell Capital cannot hold more than 9.9% of the shares of Asia Properties at
any given time.

Issued and Outstanding shares of Asia Properties, we will be unable to affect
any further puts. This would make obtaining the financing we require for our
business difficult to complete.

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 September 10, 2003 the last reported sale price of our common stock was $1.35
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.

NATIONAL QUOTATION BUREAU PINK SHEETS TRADING SYMBOL:

ASPZ

(1) Based on shares outstanding as of June 30, 2003.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

STATEMENT OF OPERATION DATA

Accumulated from Accumulated from
April 6, 1998 April 6, 1998
(date of inception) (date of inception)
to December 31, 2002 to June 30, 2003
--------------------- -------------------

Revenues - -

General and Administration Expenses 1,772,730 1,857,337
Net Income (loss) (1,629,421) (1,714,030)
Net Income (Loss) Per Share (0.05) (0.028)

BALANCE SHEET DATA
December 31, 2002

Cash 32 98
Investment in Shares 20,000 20,000
Prepaid Expenses - 100,000
Property, Plant and Equipment 7,639 -
--------------------- -------------------
Total Assets 44,171 120,098

Accounts Payable 1,366 11,853
Accrued Liabilities 5,000 5,000
Due to Related Parties 107,744 107,791
--------------------- -------------------
Total Liabilities 114,110 124,644

Share Capital 6,601 6,721
Additional Paid-in Capital 1,402,883 1,522,773
Donated Capital 150,000 180,000
Deficit Accumulated During the Development Stage (1,629,423) (1,714,030)
--------------------- -------------------
Total Shareholders Equity 44,171 120,098

RISK FACTORS

THE SECURITIES OFFERED ARE HIGHLY SPECULATIVE. YOU SHOULD PURCHASE THEM ONLY IF
YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER INFORMATION IN THIS PROSPECTUS.

We are affected by the risks associated with a new business enterprise.

We were formed to take commercial advantage of the real estate cycle, currently
at a very depressed stage, in Thailand and the rest of Southeast Asia. The
future results of our operations are heavily dependent on our management's
ability to successfully obtain capital and purchase the targeted real estate at
reasonable prices. We cannot be sure that we will ever become profitable, or
that we will ever provide any return on invested capital. The likelihood of our
success should be considered relative to the problems frequently encountered in
connection with the operation and development of a new business and the
competitive environment in which it operates.

We have incurred operating losses and may continue to incur losses for the
foreseeable future.

We have a very limited operating history and have not, as yet, earned any
revenues from operations. We may never earn revenues or be profitable or, if we
do become profitable, we may be unable to sustain profitability. In addition,
we may experience fluctuations in future operating results due to a variety of
factors including the following:

- - general economic conditions,
- - specific economic conditions in Thailand, and other countries in Southeast
Asia,
- - capital and other costs relating to the expansion of operations,
- - epidemics of disease such as SARS

We cannot assure you that our operations will generate sufficient revenues to
become profitable.

Not a Going Concern

Our Auditor has raised substantial doubt about the Company's ability to continue
as a going concern. Additionally, the Company has an accumulated deficit of
$1,629,423. If we are unable to obtain sufficient capital, we could terminate,
file bankruptcy or suspend our business operations.

We must seek additional financing or curtail our operations.

Our capital requirements have been and will continue to be significant as we
attempt to begin a new real estate development business that requires
substantial amounts of capital. We must seek additional financing or
substantially reduce, or even curtail, our operations and/or expansion plans.

Specifically, the number of properties we may acquire and the diversification of
our intended investments will be reduced to the extent that we are unable to
raise additional capital.

In order to acquire the Phuket property, we will need to raise approximately US
$4,250,000(180 million Thai Baht) and issue 1,000,000 million shares.

Additionally, as described in the Use of Proceeds section, in order to proceed
with the buildout of the Phuket property, we will need to raise capital for at
least the following: land valuation - $20,000, land surveys and mapping -
$15,000, feasibility study - $30,000, structural and electrical engineering -
$100,000, architectural fees - $250,000.

Additional funds required total $175,000 and includes: anticipated US legal fees
- - $30,000, anticipated Thailand legal fees - $20,000, auditing and accounting
fees - $20,000, consulting fees - $30,000, salaries - $50,000, travel and
accommodation - $15,000, rents and other related office expenses - $10,000

Possible future dilution of stock

We may raise additional funds through the issuance of equity, equity-related or
convertible debt securities. The issuance of additional common stock will
dilute existing stockholders. We may issue securities with rights, preferences
or privileges senior to those of the rights of our common stock and our
stockholders may experience additional dilution.

Additional financing may not be available

We cannot guarantee that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. Even if we are able to expand our business, we cannot provide certainty
that we will be successful or that investors will derive a profit from an
investment in our equity.

Possible loss of management control

We may, at some time, consider a financing in which we would issue as
consideration for the capital invested, an amount of our authorized but unissued
common stock, that would, upon issuance, result in a majority of the voting
power being transferred to a third party through sale and conversion of a
sufficient number of shares. This could potentially result in the new
shareholder(s) acquiring control of the Company and persons unknown could
replace the Company's management

The success of Asia Properties is dependent on its key personnel.

We are substantially dependent on the continued work of Daniel S. McKinney. We
presently do not have an employment contract with any other individual. If Mr.
McKinney were unable or unwilling to continue in his present position, our
financial condition and results of operations could be harmed.

No key person insurance.

Management functions of Asia Properties, Inc. are substantially performed by
directors or officers of the Company. The company does not contemplate
acquiring key-person insurance for Mr. McKinney or any other personnel at this
time. Should we lose the services of Mr. Mckinney or other key persons, we would
have difficulty in completing our business plan until such persons were
replaced.

Investors in our shares will probably not derive any profits from dividends

We have never paid a cash dividend on our Common Stock and do not anticipate
paying cash dividends on our Common Stock in the near future. We believe it is
better for us to 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 our Common Stock in the future will be dependent upon our financial
condition, results of operations, current and anticipated cash requirements,
plans for expansion, as well as other factors our Board of Directors deems
relevant.

If our stock price is volatile, we may become subject to securities litigation
which is expensive and could result in a diversion of resources

In the past, following periods of volatility in the market price of a particular
company's securities, securities class action litigation has often been brought
against that company. Any litigation arising from the volatility in the price
of our common stock could divert management resources and harm our business.

Trading of Asia Properties capital shares may be inactive.

Although our capital shares are presently publicly quoted on the Pink Sheets,
our capital shares are not presently quoted or traded on the NASDAQ system or
any other exchange. Based on the historical trading information of our common
stock, there may not be or develop an active trading market for our capital
shares. To the extent that trading develops in our capital shares, there could
be an extremely limited trading market and very little liquidity. Although we
cannot guarantee we will be successful, we intend to seek a listing on the
Over-the-counter Bulletin Board maintained by NASD after the registration
statement of which this prospectus is a part is declared effective if we can
meet the qualifications required by NASD. If we are unable to successfully list
on the Bulletin Board, an active trading market for our capital shares may not
develop and shareholders may find it very difficult to sell their securities.

The trading market for our capital shares will be adversely affected if the
SEC's "penny stock" regulations continue to apply to our capital shares.

Our securities are considered penny stocks under rules promulgated under the
Securities and Exchange Act Penny Stock Regulations. Broker-dealer practices in
connection with transactions in "Penny Stocks" are regulated by certain rules

adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system). Our capital shares do not at present currently qualify for those
exemptions since they are quoted only on the National Quotation Bureau Pink
Sheets. The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
nature and level of risk associated with the penny stock market as well as other
detailed information. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker- dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer must make a written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Therefore, as long as our stock is subject to the penny stock
rules, investors may find it more difficult to sell their securities.

Blind Pool

A blind pool is a form of limited partnership, set up for investment that does
not specify what investments the general partner or company plans to invest.
Our investments are and will continue to be fully disclosed and as such, we
believe that we are not operating a blind pool.

We do not currently own real estate.

We do not currently own any specific real estate properties. Although we have
entered into one letter of intent, we cannot be certain that we will be able to
acquire suitable real estate in a timely manner or at all. Failure to acquire
real estate will prevent us from continuing to operate as we anticipate.

We currently do not have the cash to close the Thailand property purchase.

We currently have outstanding loans of at least $101,000, an accumulated deficit
of over $1 million, and very limited cash. We currently do not have the cash to
close the Thailand property purchase. As such there is currently substantial
doubt that we will be able to purchase and develop this property and proceed
with our business plan.

We will not be successful if we are unable to purchase real estate interests at
reasonable prices.

Our success is dependent on our ability to acquire real estate interests at
reasonable prices supported by third party independent appraisals. Although we
have experienced appraisers within our management team, we cannot be certain

that any properties will be offered at reasonable prices. Our business will
fail if we are not able to acquire real estate interests at reasonable prices in
Southeast Asia.

The costs of property, labor and materials necessary to develop properties may
escalate.

The cost of property in Southeast Asia may escalate or rebound suddenly, making
purchases too expensive, and the cost of labor and certain materials may
increase beyond our expectations. Such increases, should they occur, would make
it difficult or impossible for Asia Properties to continue as a going concern.

We are presently dependent on loans from management for existence.

We are currently dependent on loans from management to pay current
administration expenses necessary for our business to continueMr. McKinney has
loaned Asia Properties $101,245, which is still outstanding. However, there are
no written commitments by management to provide capital to Asia Properties.
Should management (particularly Mr. McKinney) not be able to continue making
such loans, our ability to continue as a going concern could be seriously
hampered.

We do not have a policy limiting debt.

We do not have a policy limit on the incurrence of debt. The absence of such a
policy can result in the incurrence of debt that could be unmanageable and could
seriously impair our ability to continue to operate or prevent us from
continuing to operate.

Our operations and financial condition may be adversely affected by changing or
deteriorating political situations in Thailand and Southeast Asia.

Future political and economic instability in Thailand could have an adverse
effect on our business and results of operations. Particular attention should
be paid to the fact that the land we plan to acquire in Thailand will be
governed in Thailand by a political, economic and legal environment that differs
significantly from that which prevails in the United States. Thailand has
experienced several changes of government and changes in its political system
since World War II. We cannot make assurances that Thailand's current
government or political system will continue unchanged for the foreseeable
future. We also cannot make assurances that any future change in the government
will be the result of democratic processes. Should any such adverse conditions
develop, we would find it difficult or impossible to continue to operate in
Thailand and we would have to seek opportunities elsewhere. Moreover,
opportunities elsewhere might not be available and we would therefor be unable
to continue with our business plan.

Our operations and financial condition may be adversely affected by the status
of the Southeast Asian economy.

Although Southeast Asia's economy has been characterized in the past decade by
high growth rates, in 1996 and particularly in 1997, economic growth slowed in
relation to historical levels. In late 1997 and through 2002, Southeast Asia

experienced significant economic weakness, resulting primarily from declines in
the property and finance industries, a sharp reduction in financial liquidity
and a general deterioration in investor confidence. Inflation in countries of
Southeast Asia has recently decreased and interest rates have fallen
considerably in the region. Asia has recently suffered by the SARS epidemic
with such cities as Hong Kong and Singapore being most notably affected. Any of
these factors could adversely affect our operations and financial condition.

Factors affecting Southeast Asia may harm the Company.

The following factors may adversely affect our business:

- - Possible deterioration of the economy in Southeast Asia generally,

- - Possible rise in interest rates and inflation of Southeast Asian
countries,

- - Possible lack of liquidity and stability in the Southeast Asian finance
industries in which we plan to operate,

- - Possible outbreaks of epidemics such as SARS

- - Possible terrorist attacks in the region

- - Additional factors including measures taken by the government of the
Southeast Asian countries, in which we plan to operate, in response to evolving
negative conditions.

Our results of operations could be affected by risks associated with the
exchange rate fluctuations of the Thailand Baht and other Southeast Asian
currencies.

We plan to establish a subsidiary company in Thailand that will maintain a
portion of our cash in Thai Baht and make investments in Thai Baht
denominations

Furthermore, we cannot assure you that the value of the Thai Baht or the
currencies of the other Southeast Asia countries in which we plan to operate
will not decline, increase or continue to fluctuate against the U.S. dollar.
Adverse economic conditions in Thailand and the region to the devaluation of the
Thai Baht beginning in 1998 may have an adverse effect on us. Fluctuations of
the value of the Thai Baht or the currencies of other Southeast Asian countries
in which we plan to operate relative to the U.S. dollar may cause us to
recognize material foreign exchange losses which could adversely affect our
results of operations and financial condition.

Risk Related to the activities in which we plan to engage.

Construction Risks

The company plans to engage in development on raw land the building of resort,
and villas/condominiums for sale. Although the company plans to issue a letter
of credit to any general contractor with specific liquidated damages for each
day of delay and a security bond and insurance policy will be initiated by the

general contractor against insolvency, bad weather and acts of God and labor
delays. The following risks may be associated with such construction:

- - the general contractor could become insolvent and we would have to seek a
new general contractor. This could result in higher construction costs or
costly delays.
- - the contractor fails to follow the quality specifications. This would
result in delays due to refurbishment of the specifications and additional
delays to the project. It could also result in potential litigation with the
contractor.
- - construction materials needs are not available. If a building boom occurs
or a shortage occurs, then potential delays could occur by lack of materials.
However, as the contractor is committed already via the letter credit, no
additional funding would be required.
- - adverse weather or other acts of God. Unforeseen weather or monsoons
could disrupt the schedule. Liquidated damages would still however be enforced
- - labor strike delays. This could result in delays. Again however,
liquidated damages for each day overdue would be enforced.

Risks associated with Resort Management

The company plans to hire an internationally recognized Hotel management firm to
manage the resort. The following risks are associated with hotel management:

- - an epidemic such as SARS could lower occupancy and hurt revenues. This
could cause the hotel to lose money and possibly shut down the resort for a
period if the crisis were prolonged.
- - a terrorist attack or a threat of a terrorist attack in Thailand could
lower occupancy and hurt revenues. Again, this could cause the hotel to lose
money and possibly shut down the resort for a period if the crisis were
prolonged
- - the hotel management company could become insolvent. The company would
then seek another hotel management company to manage the resort. This could be
costly and possibly cause us to curtail or reduce services temporarily.

Risk Related to the Agreement with Cornell Capital Partners

The Agreement with Cornell Capital Partners is subject to terminations.

The obligation of Cornell Capital Partners to make an Advance to Asia Properties
pursuant to the Equity Line of Credit Agreement is subject to termination in the
event that there shall occur any stop order or suspension of the effectiveness
of the Registration Statement for an aggregate of fifty trading days, other than
due to the acts of Cornell. Additionally, the Equity Line of Credit Agreement is
subject to termination should the Company any time fail materially to comply
with the other requirements of the Equity Line of Credit Agreement and such
failure is not cured within thirty (30) days after receipt of written notice
from the Investor. Should the Equity Line of Credit Agreement be terminated, we
would find it difficult to proceed with our business plan without securing and
alternate source of funding. Additionally, if an alternate sources is
unavailable or only available on prohibitive terms, we could find it difficult
or impossible to proceed with our business plan.

Management will not will not authorize a draw down of funds below $1.00 per
share.

Additionally, should the share price of Asia Properties fall below $1.00 per
share and remain below this price Management of Asia Properties will not
authorize a draw down of funds from Cornell Capital and the Equity Line of
Credit Agreement will eventually expire. This would make it difficult or
impossible to execute our business plan without obtaining an alternate source of
capital funding.

Cornell Capital cannot hold more than 9.9% of the shares of Asia Properties at
any one time.

The Equity Line of Credit Agreement also states that Cornell Capital Partners
cannot hold more than 9.9% of the Issued and Outstanding shares of Asia
Properties at any given time. Consequently, if Cornell Capital cannot dispose
of their acquired shares so as to maintain ownership of less than 9.9% of the
Issued and Outstanding shares of Asia Properties, we will be unable to affect
any further puts. This would make obtaining the financing we require for our
business difficult to complete. Additionally, Cornell Capital could convert and
sell shares to a third party who could obtain control.

FORWARD LOOKING STATEMENTS

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations including plans and
objectives relating to our planned acquisition and marketing efforts and future
economic performance. The forward-looking statements and associated risks set
forth in this prospectus include or relate to, among other things, (a) our
projected profitability, (b) our growth strategies, (c) anticipated trends in
our industry, (d) our ability to obtain and retain sufficient capital for future
operations, (e) our anticipated needs for working capital. These statements may
be found under "Management's Discussion and Analysis or Plan of Operations" and
"Description of Business," as well as in this prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements
are based on assumptions that we will be able to make acquisitions on a timely
basis, that we will attract customers, that there will be no material adverse
competitive or regulatory change in conditions in our business, that our
President will remain employed as such, that our forecasts accurately anticipate
market demand, and that there will be no material adverse change in our
operations or business or in governmental regulations affecting our business.
The foregoing assumptions are based on judgments with respect to, among other
things, future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Accordingly, although we believe that the
assumptions underlying the forward-looking statements are reasonable, any such
assumption could prove to be inaccurate and therefore there can be no assurance
that the results contemplated in forward-looking statements will be realized.
In addition, as disclosed elsewhere in this "Risk Factors" section of this
prospectus, there are a number of other risks inherent in our business and
operations which could cause our operating results to vary markedly and
adversely from prior results or the results contemplated by the forward-looking
statements. Growth in absolute and relative amounts of cost of development and
maintenance, general and administrative expenses or the occurrence of
extraordinary events could cause actual results to vary materially from the
results contemplated by the forward-looking statements. Management decisions,
including budgeting, are subjective in many respects and periodic revisions must
be made to reflect actual conditions and business developments, the impact of
which may cause us to alter marketing, capital investment and other
expenditures, which may also materially adversely affect our results of
operations. In light of significant uncertainties inherent in the
forward-looking information included in this prospectus, the inclusion of such
information should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved.

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders.
Pursuant to the Equity Line of Credit, Cornell Capital Partners, L.P. has agreed
to purchase up to $5,000,000 of common stock from us. None of the selling
stockholders have held a position or office, or had any other material
relationship, with Asia Properties, except as follows:

Cornell Capital Partners, L.P. is the investor under the Equity Line of Credit.
All investment decisions of Cornell Capital Partners are made by its general
partner, Yorkville Advisors, LLC. Mark Angelo, the managing member of Yorkville
Advisors makes the investment decisions on behalf of Yorkville Advisors. Neither
Cornell Capital Partners, L.P. nor its agents has a short position or has had a
short position at any time since the Equity Line of Credit was executed on May
20, 2003.

TN Capital Equities, Ltd. is a registered broker/dealer that has been retained
by us. It has provided advice to us in connection with the Equity Line of
Credit. For its services, we issued 10,000 shares of our common stock. John
Steinmetz, President of TN Capital Equities, Ltd., makes the investment
decisions for TN Capital Equities, Ltd.

Cutler Law Group is our legal counsel. For their services, we issued 20,000
shares of our common stock. M. Richard Cutler, President of Cutler Law Group,
makes the investment decisions for Cutler Law Group.

Percentage of Percentage
Shares bene- outstanding shares Shares to be ownership
Selling ficially owned beneficially owned acquired under the after
Stockholders before offering (1) before offering line of credit offering
- ------------ ------------- ---------------- ----------------- -------------

Cornell Capital
Partners, L.P. Equity
Line of Credit Nil Nil Up to 5,000,000 Up to 42.7%
Cornell Capital
Partners, L.P.
Compensation 90,000 1.34% Nil 0.77%
TN Capital Equities,
Ltd. 10,000 0.15% Nil 0.085%
Cutler Law Group 20,000 0.30% Nil 0.17%

(1) Percentage of outstanding shares is based on 6,720,782 shares of common
stock outstanding as of June 30, 2003 together with the shares of common stock
that may be purchased by Cornell Capital Partners, L.P. from us under the Equity
Line of Credit. The shares to be issued to Cornell Capital Partners, L.P. under
the Equity Line of Credit are treated as outstanding for the purpose of
computing Cornell Capital Partners, L.P.'s percentage ownership. The Equity
Line of Credit provides that Cornell Capital Partners may not acquire or hold
more than 9.9% of our common stock at any given time.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and
sold from time to time by certain selling stockholders. There will be no
proceeds to us from the sale of shares of common stock in this offering.
However, we will receive the proceeds from the sale of shares of common stock to
Cornell Capital Partners, L.P. under the Equity Line of Credit, which we intend
to use for general working capital purposes, including, among other things,
funding and anticipated future acquisitions. The purchase price of the shares
purchased under the Equity Line of Credit will be equal to 98% of the lowest
closing bid price of our common stock on our then-applicable capital market for
the 5 consecutive trading days immediately following the advance date (the date
we request payment under the Equity Line of Credit Agreement).

If we are able to draw down the full amount of the equity line of credit, we
will receive net proceeds of $4,650,000, reflecting the 7% discount payable to
Cornell Capital Partners.

Initially we intend to use funds raised through the Equity Line of Credit to
provide a portion of the initial expenses and construction fees necessary to
buildout the resort on the land as illustrated by the following table:

PRIORITIZED ESTIMATED
USE OF FUNDS COST PERCENT OF TOTAL PROCEEDS 1
- ----------------------------------- ---------- ----------------------------
Cost of Underwriting Discount $ 350,0002 7%
- ----------------------------------- ---------- ----------------------------
Land Valuation $ 20,000 0.4%
- ----------------------------------- ---------- ----------------------------
Land Surveys & Mapping $ 15,000 0.3%
- ----------------------------------- ---------- ----------------------------
Feasibility Study $ 30,000 0.6%
- ----------------------------------- ---------- ----------------------------
Architectural Fees $ 250,000 5%
- ----------------------------------- ---------- ----------------------------
Structural & Electrical Engineering $ 100,000 2%
- ----------------------------------- ---------- ----------------------------
Environmental Consulting Fees $ 30,000 0.6%
- ----------------------------------- ---------- ----------------------------
Anticipated US Legal Fees $ 30,000 0.6%
- ----------------------------------- ---------- ----------------------------
Anticipated Thailand Legal Fees $ 20,000 0.4%
- ----------------------------------- ---------- ----------------------------
Auditing & Accounting Fees $ 20,000 0.4%
- ----------------------------------- ---------- ----------------------------
Salaries $ 50,000 1%
- ----------------------------------- ---------- ----------------------------
Rents & Related Office Expenses $ 10,000 0.2%
- ----------------------------------- ---------- ----------------------------
Travel & Accommodation $ 15,000 0.3%
- ----------------------------------- ---------- ----------------------------
Repayment of Loan to Mr. Mckinney $ 101,245 2%
- ----------------------------------- ---------- ----------------------------
TOTAL $ 940,000 20.8%
- ----------------------------------- ---------- ----------------------------

1. Represents percentage of total $5,000,000 maximum proceeds.
2. Represents the total 7% underwriting discount if the full $5,000,000
Equity Line of Credit is raised. The 7% discount is paid out of each draw down.

Should we be successful in raising the full $5,000,000 through the Equity Line
of Credit, the remaining approximately $3,958,000 will be used towards
construction expenses.

Additionally, Asia Properties anticipates acquiring a 100% interest in the 101
Rai (46 acre) freehold / Nor Sor San, at Mai Khao beach from Hong Yuan
Enterprise Ltd. for a purchase price of 404,000,000 (Thai) Baht (approximately
US $9,500,000). Asia Properties will issue 1,000,000 shares of its common stock
to the owner equivalent to its equity in the land of 224 million Baht and the
remaining 180 million Baht (approximately US $4,250,000) will be paid in cash.
Asia Properties is seeking mortgage financing from a Thailand bank or other
financial institution to complete the cash portion of the acquisition.

Mr. Daniel McKinney President and CEO loaned Asia Properties $101,245, which is
still outstanding. Some of these proceeds may be used to repay this loan. If any
proceeds are used to repay this loan, no interest will be charged. The loan was
used for working capital.

Should Asia Properties not raise the maximum $4,650,000 from Cornell Capital,
the priorities of purposes would be as follows: 1. Engineering fees; 2.
Environmental consulting expenses; 3. Conceptual architectural drawings; These
are required in order to submit and receive building permits.

DIVIDEND POLICY

It is our present policy not to pay cash dividends and to retain future earnings
for use in the operations of the business and to fund future growth. Any
payment of cash dividends in the future will be dependent upon the amount of
funds legally available, our earnings, financial condition, capital requirements
and other factors that the Board of Directors may think are relevant. We do not
contemplate or anticipate paying any dividends on the common stock in the
foreseeable future.

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,. 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. Asia Properties
intends to dividend to its shareholders one million shares of Entellium
Corporation as follows: ASPZ shareholders of record, on the close of May 23rd
2003 will receive one Entellium share for approximately every 6.7 ASPZ shares
they own. Distribution will be affected immediately following effectiveness of
a Registration Statement filed by Entellium with respect to the distribution of
the shares with the US Securities Exchange Commission.

DILUTION

The net tangible book value of Asia Properties as of December 31, 2002 was
($69,939) or ($0.01) per share based on 6,720,782 shares of common stock
outstanding as of June 30, 2003. Net tangible book value is determined by
dividing the tangible book value of Asia Properties (total tangible assets less
total liabilities) by the number of outstanding shares of our common stock.
Since this offering is being made solely by the selling stockholders and none of
the proceeds will be paid to Asia Properties, our net tangible book value will
be unaffected by this offering. Our net tangible book value, however, will be
impacted by the common stock to be issued under the Equity Line of Credit. The
amount of dilution will depend on the offering price and number of shares to be
issued under the Equity Line of Credit. Because of the 98% percent of bid
price discount, we anticipate that there will be substantial dilution upon
issuance of shares under the Equity Line of Credit.

The following example shows the dilution to new investors at an offering price
of $1.00 per share, which is the minimum price that would be permitted by our
Board.

If we assume that Asia Properties had issued 5 million shares of common stock
under the Equity Line of Credit at an assumed offering price of $1,00 per share,
less commitment fees of $350,000 and $60,000 of other offering expenses, our net
tangible book value as of June 30, 2003 would have been $4,590,000 or $0.39 per
share based on 11,720,782 shares. This represents an immediate increase in net
tangible book value to existing shareholders of $0.38 per share and an immediate
dilution to new shareholders of $0.38 per share.

ASSUMING MAXIMUM
SHARES SOLD
-----------------
Assumed Offering Price
(before deduction of Offering expenses) $ 1.00
- --------------------------------------- -----------------
Net tangible book value per share
before Offering $ 0.01
- --------------------------------------- -----------------
Increase attributable to new investors $ 0.38
- --------------------------------------- -----------------
Net tangible book value per share
after Offering $ 0.39
- --------------------------------------- -----------------

EQUITY LINE OF CREDIT

Pursuant to the Equity Line of Credit, we may, at our discretion, periodically
issue and sell up to 5,000,000 shares of common stock for a total purchase price
of $5 million less the 7% discount payable to Cornell Capital Partners for a
total of $4,650,000. It should be noted, however, that Cornell might not invest
the full $5,000,000. If we request an advance under the Equity Line of Credit,
Cornell Capital Partners, L.P. will purchase shares of common stock of our
Company for 98% of the lowest closing bid price on the Pink Sheets,
over-the-counter market or other principal market on which our common stock is
traded for the 5 days immediately following the advance notice date. Cornell
Capital Partners, L.P. intends to sell any shares purchased under the Equity
Line of Credit at the market price. This prospectus primarily relates to the
shares of common stock to be issued to Cornell Capital Partners, L.P. under the
Equity Line of Credit. Cornell Capital Partners, L.P. cannot transfer its
interest in the Equity Line of Credit to any other person.

The effectiveness of the sale of the shares under the Equity Line of Credit is
conditioned upon us registering the shares of common stock with the Securities
and Exchange Commission, which is effectuated by the registration statement of
which this prospectus is a part.

It should be noted that management of Asia Properties, Inc has advised Cornell
in writing that it's Board of Directors will not authorize a draw down at a
share price of less than $1.00 per share. Additionally, 90,000 shares of common
stock were issued to Cornell Capital as payment for the commitment fee and that
10,000 shares of common stock were issued to TN Capital as placement agent
compensation. The dollar value we attributed to those shares was $90,000 and
$10,000 respectively.

ADVANCES. Pursuant to the Equity Line of Credit, we may periodically sell shares
of common stock to Cornell Capital Partners, L.P. to raise capital to fund our
working capital needs. The periodic sale of shares is known as an advance.
Cornell Capital will retain 7% of the cash from each Equity Credit Line Advance.
Asia Properties can only request an advance if the Company's shares are trading
on an exchange requiring full SEC reporting such as the NASD (OTC) Bulletin
Board. Asia Properties cannot request an advance while the Company's shares
trade on the Pink Sheets.

MECHANICS. We may, at our discretion, request advances from Cornell Capital
Partners, L.P. by written notice, specifying the amount requested up to the
maximum advance amount. A closing will be held 6 trading days after such written
notice at which time we will deliver shares of common stock and Cornell Capital
Partners, L.P. will pay the advance amount. We have the ability to determine
when and if we desire to draw an advance.

COMMITMENT PERIOD. The Commitment period is 24 months. We may request an advance
at any time during the commitment period. However, Asia Properties may only
request an advance if the Company's shares are trading on an exchange requiring
full SEC reporting such as the NASD (OTC) Bulletin Board. The commitment period
begins on the date the Securities and Exchange Commission first declares the
accompanying registration statement effective. The commitment period expires on
the earliest to occur of (i) the date on which Cornell Capital Partners, L.P.
has made advances totaling $5 million or (ii) two years after the effective date
of the accompanying registration statement.

MAXIMUM ADVANCE AMOUNT. We may not request advances in excess of a total of $5.0
million. The maximum amount of each advance is equal to $175,000.00 per Advance
Notice. In addition, in no event shall the number of shares issuable to the
Investor cause the investor to own in excess of 9.9% of the then outstanding
shares of common stock of the Company.

NUMBER OF SHARES TO BE ISSUED. We cannot predict the actual number of shares of
common stock that will be issued pursuant to the Equity Line of Credit, in part,
because the purchase price of the shares will fluctuate based on prevailing
market conditions and we have not determined the total amount of advances we
intend to draw. Nonetheless, we can estimate the number of shares of common
stock that will be issued using certain assumptions. Assuming we drew down the
entire $5.0 million available under the Equity Line of Credit in a single
advance (which is not permitted under the terms of the Equity Line of Credit)
and the purchase price was equal to $1.00 per share, then we would issue
5,000,000 shares of common stock to Cornell Capital Partners, L.P. These shares
would represent 43% of our outstanding capital stock upon issuance. You should
be aware that there is an inverse relationship between our stock price and the
number of shares to be issued under the Equity Line of Credit. That is, as our
stock price declines, we would be required to issue a greater number of shares
under the Equity Line of Credit for a given advance. This inverse relationship
is demonstrated by the following table, which shows the number of shares of our
common stock to be issued to Cornell Capital Partners, LP, under the Equity Line
of Credit, at various prices.

Estimated Purchase Price . . . . . . . . . . . . . . $ 100 $ 1.50 $ 2.00 $ 2.50 5.00
- ---------------------------------------------------- ------------ ------------ ---------- ----------- ----------

Number of Shares required to draw full draw down of
equity line of credit (1) 5,000,000 3,333,333 2,500,000 2,000,000 1,000,000
- ---------------------------------------------------- ------------ ------------ ---------- -----------
Total Outstanding(2): 11,720,782 10,054,115 9,220,782 8,720,782 7,720,782
- ---------------------------------------------------- ------------ ------------ ---------- ----------- ----------
Percent Outstanding(3): 42.7% 33.2% 27.1 22.9% 12.9%
- ---------------------------------------------------- ------------ ------------ ---------- ----------- ----------

(1) Represents the number of shares of common stock to be issued to Cornell
Capital Partner, LP under each scenario as a percentage of the total amount
outstanding under such scenario.
(2) Represents the total number of shares of common stock outstanding after the
issuance of the shares to Cornell Capital Partner, LP, starting with 6,720,782
shares as of June 30, 2003 prior to any issuance.
(3) Represents the shares of common stock to be issued as a percentage of the
total number shares outstanding.

In addition to showing the inverse relationship, the above table also shows that
the issuance of shares under the Equity Line of Credit may result in a change of
control. If all or a significant block of these shares are held by one or more
shareholders working together, then such shareholder or shareholders would have
enough shares to assume control of Asia Properties by electing its or their own
directors.

REGISTRATION RIGHTS. We granted to Cornell Capital Partners, L.P. certain
registration rights. The registration statement accompanying this prospectus
will register such shares upon effectiveness. The cost of this registration will
be borne by us.

NET PROCEEDS. We cannot predict the total amount of proceeds to be raised in
this transaction, in part, because we have not determined the total amount of
the advances we intend to draw. However, we expect to incur expenses of
approximately $30,000 consisting primarily of professional fees incurred in
connection with registering 5,120,000 shares in this offering. In addition, we
are obligated to pay an underwriting discount to Cornell Capital equal to 7% of
each advance. Further, listing on the NASD OTC Bulletin Board or other exchange
is dependent on the SEC declaring effective the Registration Statement
accompanying this prospectus. Accordingly, we are unable to determine when our
stock will be quoted.

USE OF PROCEEDS. Initially we intend to use funds raised through the Equity Line
of Credit to provide a portion of the initial expenses and construction fees
necessary to buildout the resort on the land. This includes: land valuation -
$20,000, land surveys and mapping - $15,000, feasibility study - $30,000,
structural and electrical engineering - $100,000, architectural fees - $250,000.
Additional use of funds includes: anticipated US legal fees - $30,000,
anticipated Thailand legal fees - $20,000, auditing and accounting fees -
$20,000, consulting fees - $30,000, salaries - $50,000, travel and accommodation
- - $15,000, rents and other related office expenses - $10,000. Please see "Use of
Proceeds Table page 22."

PLAN OF DISTRIBUTION

The selling stockholders have advised us that the sale or distribution of Asia
Properties' common stock owned by the selling stockholders may be effected
directly to purchasers by the selling stockholders or by pledgees, donees,
transferees or other successors in interest, as principals or through one or
more underwriters, brokers, dealers or agents from time to time in one or more
transactions (which may involve crosses or block transactions) (i) on
over-the-counter market maintained by Nasdaq or in any other market on which the
price of Asia Properties 's shares of common stock are quoted (we cannot place
shares to them under the Equity Line of Credit as long as we remain on the Pink
Sheets) or (ii) in transactions otherwise than on the over-the-counter market
maintained by Nasdaq or in any other market on which the price of Asia
Properties 's shares of common stock are quoted. Any of such transactions may
be effected at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at varying prices determined at the time of
sale or at negotiated or fixed prices, in each case as determined by the selling
stockholders or by agreement between the selling stockholders and underwriters,
brokers, dealers or agents, or purchasers. If the selling stockholders effect
such transactions by selling their shares of Asia Properties' common stock to or
through underwriters, brokers, dealers or agents, such underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders or commissions from purchasers of
common stock for whom they may act as agent (which discounts, concessions or
commissions as to particular underwriters, brokers, dealers or agents may be in
excess of those customary in the types of transactions involved). The selling
stockholders and any brokers, dealers or agents that participate in the
distribution of the common stock may be deemed to be underwriters, and any
profit on the sale of common stock by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.

Cornell Capital Partners, L.P. is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Equity Line of Credit agreement. Cornell Capital Partners, L.P. will pay our
Company 98% of the lowest closing bid price of Asia Properties common stock on
the over-the-counter-bulletin board maintained by Nasdaq or other principal
trading market on which our common stock is traded for the 5 days immediately
following the advance date. On each Advance Date, we shall pay to Cornell
Capital Partners, L.P., 7% of the cash proceeds from each Advance as an
underwriting discount. In addition, we have issued to Cornell Capital Partners,
L.P. a total of 90,000 shares of our common stock. Under the securities laws of
certain states, the shares of common stock may be sold in such states only
through registered or licensed brokers or dealers. We will inform the selling
stockholders that any underwriters, brokers, dealers or agents effecting
transactions on behalf of the selling stockholders must be registered to sell
securities in all fifty states. In addition, in certain states the shares of
common stock may not be sold unless the shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is
available and is complied with.

We will pay all the expenses incident to the registration, offering and sale of
the shares of common stock to the public hereunder other than commissions, fees
and discounts of underwriters, brokers, dealers and agents. We have agreed to

indemnify the selling stockholders and their controlling persons against certain
liabilities, including liabilities under the Securities Act. We estimate that
the expenses of the offering to be borne by us will be approximately $30,000, a
commitment fee of $90,000 payable in 90,000 shares of our common stock, a
placement fee of 10,000 shares of our common stock and a 7% underwriters
discount of the gross proceeds received under the Equity Line of Credit. We
will not receive any proceeds from the sale of any of the shares of common stock
by the selling stockholders. We will, however, receive proceeds from the sale
of common stock under the Equity Line of Credit.

The selling stockholders should be aware that the anti-manipulation provisions
of Regulation M under the Exchange Act will apply to purchases and sales of
shares of common stock by the selling stockholders, and that there are
restrictions on market-making activities by persons engaged in the distribution
of the shares. Under Registration M, the selling shareholders or their agents
may not bid for, purchase, or attempt to induce any person to bid for or
purchase, shares of common stock of Asia Properties while such selling
shareholders are distributing shares covered by this prospectus. Accordingly, ,
Cornell Capital Partners and its affiliates can not engage in any short sales.
We will advise the selling stockholders that if a particular offer of common
stock is to be made on terms constituting a material change from the information
set forth above with respect to the Plan of Distribution, then to the extent
required, a post-effective amendment to the accompanying registration statement
must be filed with the Securities and Exchange Commission.

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 PROSPECTUS 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 prospectus. 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 December 31, 2002, Asia Properties has had a working capital
deficit of $97,578 and an accumulated deficit from operations of $1,615,923. As
noted in the independent audit report for the audited Asia Properties financial
statements included in this prospectus, these factors raise doubt about the
ability of Asia Properties to continue as a going concern. Realization of a 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. We must raise cash to
implement our project and stay in business.

To meet our need for cash we are attempting to raise money through the Equity
Line of Credit referenced in this prospectus. There is no assurance that we
will be able to raise enough money to stay in business or achieve our plan to
acquire the property as described herein. If we do not raise all of the money
we need, we will have to find alternative sources such as a private placement of
securities, or loans from our officers or others. At present, we have not made
any arrangements to raise additional funds, other than through the Equity Line
of Credit. If we need additional cash and cannot raise it, we will either have
to suspend operations until we do raise the cash, or cease operations entirely.

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
S-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.

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.

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. Asia Properties intends to dividend to
its shareholders one million shares of Entellium Corporation as follows: ASPZ
shareholders of record, on the close of May 23rd 2003 will receive one Entellium
share for approximately every 6.7 ASPZ shares they own. Distribution will be
affected immediately following effectiveness of a Registration Statement filed
by Entellium with respect to the distribution of the shares with the US
Securities Exchange Commission.

Planned Hotel Management

We plan to engage the services of an international hotel management company such
as Starwood Hotels or Hyatt Hotels. 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.

Change in Auditors

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
been qualified as to whether the Company would continue as a going concern.

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 for subsequent
years, we will engage the services of a United States licensed auditor to
prepare the financial statements for the Company.

During the two most recent fiscal years and through December 31, 2002, there
have been no disagreements between the Company and Manning Elliot 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 Manning Elliot, 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, 2002, there
have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K.

Results of Operations

From Inception on April 6, 1998 to December 31, 2002
During the period from April 6, 1998 (date of inception) to December 31, 1998,
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 cash flows from
financing activities during 2002. As of December 31, 2002, Asia Properties had
cash and cash equivalents of $57,671.

Our general and administrative expense for the period of April 6, 1998
(inception) to December 31, 2002 was our primary expenses during this period and
was a total $1,772,730. Our general and administrative expenses effectively
became our net loss for the period with a net loss per share of approximately
$0.27 for the period from inception to December 31, 2002.

Our general and administrative expense for the period of January 1, 2003 to June
30, 2003 was our primary expenses during this period and was a total of $84,607.
Our general and administrative expenses effectively became our net loss for the
period with a net loss per share of approximately $0.013.

Our general and administrative expense for the period of April 6, 1998
(inception) to June 30, 2003 was our primary expenses during this period and was
a total of $1,857,337. 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 46 acre freehold
property on Mai Khao beach in Phuket, Thailand

When possible through financings such as the Equity Line of Credit 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 December 31, 2002
we had sustained operating losses of $1,629,432.

Until such time as successful realization of the Cornell Capital Line of Credit,
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 and $58,908 in 2002
for general expenses and operations.

Presently, we have virtually no cash available for working capital. As of
December 31, 2002, we had accounts payable of $1,366 and other accrued
liabilities, other than related party loans, of $5,000.

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 even
if the Equity Line funds are not made available. If the Equity line of Credit is
available, we intend to use funds raised through the line of credit to provide a
portion of the initial expenses and construction fees necessary to buildout the
resort on the land as described in the Use of Proceeds section.

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

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

It should be noted that the Auditor has raised substantial doubt about the
Company's ability to continue as a going concern. Additionally, the Company has
an accumulated deficit of $1,629,423. The Registration Statement has been
amended to disclose this information

Asia Properties, Inc. has signed a formal Equity Line of Credit Agreement with
Cornell Capital Partners L.P., pursuant to which the Company can sell as much as
$5,000,000 of shares of common stock to Cornell. This transaction is described
in more detail under "Equity Line of Credit.". Cornell Capital Partners, L.P.,
is a domestic company that makes direct investments in small to-mid-sized
publicly traded companies in emerging markets. Cornell Capital has committed to
purchase up to $5,000,000 of Asia Properties common stock from time to time over
the course of 24 months following the effectiveness of the registration
statement of which this prospectus is a party.

Initially we intend to utilize funds raised through the Equity Line of Credit to
provide a portion of the initial expenses and construction fees necessary to
buildout the resort on the land acquire from the owner a 100% interest in 101
Rai (46 acre) freehold / Nor Sor San, at Mai Khao beach for a purchase price of
404,000,000 (Thai) Baht (approximately US $9,500,000). Asia Properties will
issue 1,000,000 shares of its common stock equivalent to equity in the land of
224 million Baht and the remaining 180 million Baht (approximately US
$4,250,000) will be paid in cash.

Without the Equity Line of Credit, the Company will have to raise additional
funds. Our acquisition strategy will, to a certain extent, be dependent on our
ability to secure the Equity Line of Credit financing from Cornell Capital
Partners, L.P. We are also seeking alternative sources of financing. If we are
not able to secure substantial financing in a reasonable period of time,
including what we can raise through the Equity Line of Credit, it is unlikely
that we will be able to acquire the Thai property referenced above or to
initially implement our acquisition strategy.

Foreign currency

Asia Properties prepares its financial statements using U.S. dollars as the
reporting currency. However, some transactions are conducted in Thailand
currency - Baht, which is the functional currency. Transactions in Baht are
translated into U.S. 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 U.S. 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.

Equity Line of Credit Agreement

Cornell Capital Partners, L.P. has agreed to purchase from the Company up to
Five Million Dollars ($5,000,000) of the Company's common stock,

Pursuant to the Equity Line of Credit, we may, at our discretion, periodically
issue and sell up to 5,000,000 shares of common stock for a total purchase price
of $5 million. It should be noted, however, that Cornell might not invest the
full $5,000,000. If we request an advance, Cornell Capital. will purchase
shares of common stock of our Company for 98% of the lowest closing bid price at
which our common stock is traded for the 5 days immediately following the
advance notice date. Cornell Capital. intends to sell any shares purchased under
the Equity Line of Credit at the market price.

ADVANCES. We may periodically sell shares of common stock to Cornell Capital.
Cornell Capital will retain 7% of each Advance. Asia Properties can only request
an advance if the Company's shares are trading on an exchange requiring full SEC
reporting.

MECHANICS. We may, at our discretion, request advances from Cornell Capital
Partners by written notice, specifying the amount requested up to the maximum
advance amount. A closing will be held 6 trading days after such written notice
at which time we will deliver shares of common stock and Cornell Capital
Partners, L.P. will pay the advance amount. We have the ability to determine
when and if we desire to draw an advance.

COMMITMENT PERIOD. The Commitment period is 24 months period beginning on the
date the Securities and Exchange Commission first declares the accompanying
registration statement effective. The commitment period expires on the earliest
to occur of (i) the date on which Cornell Capital Partners, L.P. has made
advances totaling $5 million or (ii) two years after the effective date of the
accompanying registration statement.

It should be noted that we have signed a Board Resolution stating that
management of Asia Properties will not authorize a draw down of funds from
Cornell Capital at a share price of less than $1.00 per share.

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 received shares at this price as compensation for providing Entellium
with services and consulting. Asia Properties intends to dividend to its
shareholders one million shares of Entellium Corporation as follows: ASPZ
shareholders of record, on the close of May 23rd 2003 will receive one Entellium
share for approximately every 6.7 ASPZ shares they own. Distribution will be
affected immediately following effectiveness of a Registration Statement filed
by Entellium with respect to the distribution of the shares with the US
Securities Exchange Commission.

DESCRIPTION OF BUSINESS

Nature of Business:

We plan to acquire income-producing resort and commercial and residential real
estate in Southeast Asia. Our focus of acquisition will be in major city
centers and resort locations in Southeast Asia including: Thailand: Bangkok,
Pattaya, Phuket, Hua Hin. Koh Samui Indonesia: Jakarta, Bali.

The types of property we plan to acquire will include: high rise
residential apartment and condominium blocks, high rise office towers, service
apartment buildings, hotels and resorts. Investors are advised that Asia
Properties does not currently own any properties.

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. He 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.

Property Investment Plans

Through our subsidiary, Asia Properties (Thailand) Ltd, "API(T)", we plan to
make investments in 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 twelve 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.

We expect to retain ownership of properties we purchase and develop their full
potential. Nonetheless, in an effort to obtain the maximum possible gain from
each property, we will consider selling our properties only when the economic
benefit to us warrants that action.

Competition

We plan to develop a five star resort. 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 inn 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 cannot assure
you that substantial additional competition won't 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.

THE ROYAL ANDAMAN BEACH RESORT

We have signed a Memorandum of Understanding ("MOU") with Hong Yuan Enterprise
Ltd.,a real estate limited liability corporation based in Bangkok, organized
under the laws of Thailand, whereby we will acquire a 100% interest in 101 Rai
(46 acre) freehold / Nor Sor San, at Mai Khao beach for a purchase price of
(Thai) Baht 404,000,000 (approximately US $9,500,000. Although we believe we
are close to finalizing a definitive agreement, it should be noted that the
Memorandum of Understanding is a non-binding agreement and that we do not
currently own any properties

A definitive agreement ("Definitive Agreement") has been completed incorporating
the principal terms of the contemplated transaction as set forth in the MOU
which include the terms and provisions, including appropriate representations
and warranties, of a more detailed nature and is currently awaiting execution
pending receipt from the seller of final due diligence documentsThe Definitive
Agreement is subject to board and shareholders approval for API. Our decision
to proceed with this acquisition will be determined by the outcome of our
assessment of this final due diligence. We expect to receive the final due
diligence documents within 30 to 60 days.

The purchase price is payable as follows: We will issue 1,000,000 shares of our
common stock to the owner which will be valued equivalent to equity in the land
of 224 million Baht (approximately US $5,300,000 or $5.30 per share). We will
pay 180 million Baht (approximately US $4,250,000) in cash.

The $9.5 million is solely for the acquisition of the raw land and will not
include design, construction, development, operations or management costs. Asia
Properties (Thailand) Ltd., was incorporated solely to fulfil Thailand's legal
requirement to own property. It will not provide any services whatsoever in
connection with the resort.

The property is currently undeveloped raw land. We are currently evaluating
several resort concepts and consulting with various hotel management groups with
a view to develop a comprehensive plan, budget and schedule. The company has
engaged Harper & Associates, a Bangkok based architectural firm and Warnes &
Associates, an engineering firm pursuant to this development phase.

Further, we now estimate that the architectural and engineering plans will be
completed by the end of 2004. Subsequently, building plans will be submitted to
the Phuket lands department - targeting early 2005.

Following execution of the MOU, we had a due diligence period which ended on
March 30, 2003, which gave us the right to conduct a full due diligence. The
owner will provide all relevant information on their property, including a
recent property evaluation, tax records, and land title, business records and
any other information which we reasonably requested.

Upon the satisfactory completion of the purchase of this property, we intend to
secure additional funding for the development of a resort on the property "The
Royal Andaman Beach Resort". We do not plan to operate a time share resort or
condo/coop arrangement. Individual owners may opt, at their own discretion, to
affect a joint venture or other ownership arrangement.

The Royal Andaman Beach Resort Overview

In keeping with the nature of the island, we plan to offer 250 private villas
and rooms distributed around the 46 acres of gardens. Each villa will be
secluded from neighboring villas with the aid of the natural vegetation.
Although each of the villas will contain all of the luxuries of the best five
star deluxe resort, utmost care will be taken with every detail to maintain a
level of environmental-friendliness and 'green consciousness' to work intimately
with nature. Although delays could occur, we plan to build the Royal Andaman
Beach Resort over a period of 12-18 months, with the first phase expected to be
completed by mid 2005

We plan to commence development of Phase I as early as possible in 2004, subject
to successful acquisition of the property, construction financing and building
permit consents. This phase will comprise the development of a resort of 150
villas, both studio and one bedroom suite models.

Once Phase I is under way, it is our intention to develop 100 deluxe 4-5 bedroom
villas offering an opportunity for either partial ownership or for outright
purchase, all set within the same resort enclave and offering the benefits of
the resort's facilities. In this way, we expect to capitalize upon the enhanced
value of the real estate land resulting from the creation of the resort.
Additionally, we expect to benefit from management income produced by actively
maintaining, managing and renting the completed villas on behalf of individual
owners.

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, which 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.

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.

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 the new
Marriott resort located here. Our planned Royal Andaman Beach Resort will be
located within a few kilometers of the Marriott Hotel and about 2 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 the Royal Andaman Beach 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 the 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 is Daniel S. Mckinney. This
subsidiary was incorporated to purchase future property in the Kingdom of
Thailand. The sole officer and director is Daniel S. Mckinney. The 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 general business
services, arranging financing, investment banking advice, corporate
restructuring services and consulting. 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, when the Company terminated its Letter of Intent with
Entellium we purchased two million shares representing 11% of Entellium for
$0.01 per share or $20,000

Entellium is an Application Service Provider (ASP), with offices in USA,
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 Bellevue, Washington, with a global research and
development center in Kuala Lumpur, Malaysia and a sales and marketing office in
Singapore. Entellium is planning to seek a listing on the NASDAQ Small Cap
Market or the NASD Bulletin Board during 2004.

Mr. Mckinney has no current relationship with Entellium.

KCSA Worldwide provided investor relations services from August 1998 until
September 2000. 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

On February 28, 2003, 10,000 shares were issued to Falcon Crest Capital. Falcon
Crest Capital provided investment banking services and made introductions to
Cornell Capital.

MANAGEMENT

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, 1998
Daniel S. McKinney 41 President, Chief Executive Officer, Term: one year
and Director April 6, 1998
Nicholas St. Johnston 40 Director Term: one year
February 25, 2000
David Roberts 54 Director Term: one year
May 2003
Geoff Armstrong 60 Secretary Term: one year

Daniel S. McKinney, President, Chief Executive Officer, and Director .
Co-founder; Asia Properties, Inc. Mr. McKinney, based in Bellingham, WA, USA,
is an entrepreneur and investment banker who has established numerous businesses
over the last two decades. From 1981 until 1999, Mr. Mckinney established
Mckinney International, a Hong Kong based company engaged in cutting gemstones &
supplying the 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 while working for Hillier Parker, a
real estate consultant firm based in London, before moving to Hong Kong in 1984
, to work with 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, 60, 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. It is in the process of developing an online book publishing and
distribution company. He has been a Freelance business writer since 1990.

EXECUTIVE COMPENSATION: EMPLOYMENT AGREEMENTS

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 $155,000.00. This is not 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 and 2002 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.

Annual Annual Other Comp. LongTerm All
Comp. Comp. Annual Rest. Comp LTIP Other
Name and Salary Bonus Comp. Stock Options Payouts (1)
Position YEAR ($) ($)
------ ------------------- ------------- --------- ------- ------- ---------- ------

Daniel
Mckinney 2000 NIL NIL NIL 139,000 NIL NIL NIL
President &
Chief Executive 2001 NIL NIL NIL NIL NIL NIL NIL
Officer
2002 NIL NIL NIL NIL NIL NIL NIL
------ ------------------- ------------- --------- ------- ------- ---------- ------
2000 NIL NIL NIL 139,000 NIL NIL NIL

2001 NIL NIL NIL NIL NIL NIL NIL
Nicholas
St. Johnston 2002 NIL NIL NIL NIL NIL NIL NIL
- --------------- ------ ------------------- ------------- --------- ------- ------- ---------- ------
2000 NIL NIL NIL 5,000 20,000 NIL NIL

2001 NIL NIL NIL NIL NIL NIL NIL

David Diehl 2002 NIL NIL NIL NIL NIL NIL NIL
- --------------- ------ ------------------- ------------- --------- ------- ------- ---------- ------
2000 NIL NIL NIL 5,000 20,000 NIL NIL

2001 NIL NIL NIL NIL NIL NIL NIL

David Roberts 2002 NIL NIL NIL NIL NIL 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.

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. 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.

CERTAIN 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. 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, 2002 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 9 Open
- ------------------------------------ --------- ------- -------- -------- -------- -------

David Roberts 20,000 $ 1.56 02/02/01 01/31/04 9 Open
- ------------------------------------ --------- ------- -------- -------- -------- -------
World Web
Publishing.com Corp. 50,000 $ 1.00 02/28/03 02/28/05 21 Open
- ------------------------------------ --------- ------- -------- -------- -------- -------

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

On June 12, 1998, 2,000,000 shares were issued to the following at a price of
$0.001 per share: Crestview Associates, 700,000 shares (Mr. McKinney and his
spouse, Ms. Gaik-Im own 100% of the outstanding share of Crestview Associates);
Lim Gaik-Im, the spouse of Mr. Mckinney, a Director, 600,000 shares; Milliard
Limited, 500,000 shares for services of Nicholas St Johnston, a founder of the
Company;.

On July 17, 1998, a total of 2,100,000 shares were issued at a price of $0.001
per share to the following individuals for services respecting the establishment
of a Property Fund in Thailand: Daniel S. Mckinney, a Director of the Company,
1,000,000 shares; Nicholas St. Johnston, a Director of the Company, 1,000,000
shares and Simon Landy, then, a Director of the Company, 100,000 shares. Mr.
Landy has not been a director since January, 1999.

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.

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 perform the duties of secretary to Asia Properties. He will
assist the Company with the preparation and maintenance of all internal
corporate documentation. He will assist with the initial preparation of all
required regulatory documents and will perform additional duties at the
reasonable instruction of the President. The Agreement with Mr. Armstrong was
signed on February 28, 2003. 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's has donated services valued at $5,000 per month to Asia
Properties. This is not reflected in deferred salary or loans.

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.

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.

PRINCIPAL SHAREHOLDERS

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
13976 Marine Drive
White Rock, BC V4B1A5
Canada 951,080 (1) 14.2% Common

Crestview Associates Ltd. (4)
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

Total Beneficially Held By
Daniel S. McKinney 1,815,980 27.1% Common

Lim Gaik-Im (5)
13976 Marine Drive
White Rock, BC V4B1A5
Canada 600,000 (5) 8.9% Common

Total Beneficially Held By
Lim Gaik-Im 1,464,900 21.8% Common

Nicholas St. Johnston
86/14 Sukhumvit 31
Bangkok 10110, Thailand 1,040,768 15.5% Common

Milliard Limited
86/14 Sukhumvit 31
Bangkok 10110, Thailand 539,000(2) 8.2% Common

David Roberts
5B Kennedy Heights
10 Kennedy Row
Hong Kong 25,000 Less than 1% Common

Geoff Armstrong
250 H Street #123
Blaine, WA 98230 10,000 Less than 1% Common

World Web Publishing Corp. (4)
250 H Street #123
Blaine, WA 98230 50,000 (4) Less than 1% Common

Officers and Directors as a Group
(four persons) 4,080,748 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 1,815,980 and include:

951,080 shares held in his name,
700,000 shares held by Crestview Associates Limited,
164,900 shares held by Coldway Limited

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 U.S. The shares of
which Ms. Gaik-Im is the record holder have therefore been treated as being held
of record by a non-U.S. resident.

(2) Nicholas St. Johnston owns all of the outstanding ownership interests of
Milliard Limited.

(3) 20,000 of the shares held by Mr. Roberts are currently held as Options at a
price of $1.56 per share

(4) Held as Options at a price of $1.00 per share. World Web Publishing.com
Corp. is owned as to 100% by Geoff Armstrong, an officer of the Company.

(5) The 600,000 shares are held by Lim Gaik-Im, Mr. McKinney's spouse

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY -AND OTHER
SHAREHOLDER 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 Bulletin
Board. We will make such application only upon effectiveness of the
Registration Statement accompanying this prospectus. We will also have to meet
the other qualification requirements from NASD. However, Asia Properties cannot
make any assurance that an over-the-counter bulletin board listing will be
approved.

Penny Stock Regulations: As we have disclosed in the Risk Factors section,
ourcommon 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 September 10, 2003, the last reported sale price of our common stock was
$1.35 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
2003
Third Quarter (through
September 29, 2003 $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

2001:

Fourth Quarter $0.54 $0.20
Third Quarter $0.35 $0.15
Second Quarter $3.75 $0.45
First Quarter $0.75 $0.15

Closing price as of this filing: The last sales price of Asia Properties common
stock was $2.25 per share on May 20, 2003, the last date before the date of this
filing for which there was a trade, as quoted in the Pink Sheets.

Holders: As of December 31, 2002 there were 63 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.

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 6,600,782 shares
are issued and outstanding as of June 30, 2003.

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 therefor.

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

shareholders of record, on the close of May 23rd 2003 will receive one Entellium
share for approximately every 6.7 ASPZ shares they own. Distribution will be
affected immediately following effectiveness of a Registration Statement filed
by Entellium with respect to the distribution of the shares with the US
Securities Exchange Commission.

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.

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation, as well as our Bylaws provide for the
indemnification of directors, officers, employees and agents of the corporation
to the fullest extent provided by the Corporate Law of the State of Nevada, as
well as is described in the Articles of Incorporation and the Bylaws. These
sections generally provide that the Company may indemnify any person who was or
is a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative except for an action by
or in right of the corporation by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation. Generally, no
indemnification may be made where the person has been determined to be negligent
or guilty of misconduct in the performance of his or her duties to the Company.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or controlling persons of Asia Properties,
pursuant to the foregoing provisions, or otherwise, we have been advised that,

in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable.

EXPERTS

The financial statements of Asia Properties incorporated herein have been so
incorporated in reliance upon the report of Dale Matheson Carr-Hilton.,
independent certified public accountants, given upon their authority as experts
in auditing and accounting (which contains an explanatory paragraph regarding
Asia Properties ability to continue as a going concern). With respect to the
unaudited financial information for the period ended June 30, 2003 included
herein, the independent public accountants have applied limited procedures in
accordance with professional standards for a review of such information.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon
for us by our legal counsel, Cutler Law Group. Cutler Law Group is the
beneficial owner of 20,000 of our common shares, all of which are registered
herein.

AVAILABLE INFORMATION

We have filed a registration statement under the Securities Act with respect to
the securities offered hereby with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. This prospectus, which is a part of the registration
statement, does not contain all of the information contained in the registration
statement and the exhibits and schedules thereto, certain items of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Asia Properties Inc., and the securities
offered hereby, reference is made to the registration statement, including all
exhibits and schedules thereto, which may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N. W.,
Room 1024, Washington, D. C. 20549. You may obtain information on the operation
of the public reference facilities by calling the Commission at 1-800-SEC 0330.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or document filed as an exhibit to the
registration statement We will file reports and other information with the
Commission. All of such reports and other information may be inspected and
copied at the Commission's public reference facilities described above. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of such site is http://www.sec.gov. In addition, we
make available to our shareholders annual reports, including audited financial
statements, unaudited quarterly reports and such other reports as we may
determine.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS Page Number

Auditors Report F-1

Consolidated Balance Sheets December 31, 2002 and 2001 F-2

Consolidated Statement of Operations and Deficit year
ended December 31, 2002 and 2001, and period
from April 6, 1998 (inception) to December 31, 2002 F-3

Consolidated Statement of Shareholders Equity (Deficiency)
year ended December 31, 2002 F-4

Consolidated Statement of Cash Flows year ended December 31, 2002 F-5

Notes to Consolidated Financial Statements year ended
December 31, 2002 F-6 to F-11

Consolidated Balance Sheets March 31, 2003 and 2002 F-12

Consolidated Statements of Operations and Deficit three
months ended March 31, 2003 and 2002 and period
from April 6, 1998 (inception) to March 31, 2003 F-13

Consolidated Statements of Stockholders Deficit
March 31, 2003 F-14

Consolidated Statements of Cash Flows for the three
months ended March 31, 2003 and 2002 F-15

Notes to Consolidated Financial Statements March 31, 2003 F-16 to F-20

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, 2002 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, 2002 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 Note1 . The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The comparative figures as at December 31, 2001 and for the year then ended were
audited by another firm of Chartered Accountants who expressed an opinion
without reservation on those statements in their report dated March 20, 2002.

"Dale, Matheson, Carr-Hilton"

Vancouver, B.C. DALE, MATHESON, CARR-HILTON
April 2, 2003 CHARTERED ACCOUNTANTS

F-1

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

December 31, 2002

(Stated in U.S. Dollars)

2002 2001
$ $
------------ -----------

ASSETS

CURRENT ASSETS
Cash 32 416
Prepaid expenses 16,500 -
------------ -----------
16,532 416

INVESTMENT IN SHARES (Note 3) 20,000 -

PROPERTY, PLANT AND EQUIPMENT (Note 4) 7,639 11,687
------------ -----------

44,171 12,103
============ ===========

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable 1,366 174,673
Accrued liabilities 5,000 5,000
Due to related parties (Note 5) 107,744 42,337
------------ -----------
114,110 222,010
------------ -----------

SHAREHOLDERS' DEFICIENCY
COMMON STOCK, $0.001 PAR VALUE
50,000,000 SHARES AUTHORIZED.
6,600,782 AND 6,580,782 ISSUED AND
OUTSTANDING RESPECTIVELY

SHARE CAPITAL (Note 6 ) 6,601 6,581

ADDITIONAL PAID-IN CAPITAL 1,402,883 1,392,903

DONATED CAPITAL (Note 5) 150,000 60,000

DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE (1,629,423) (1,669,391)
------------ -----------
(69,939) (209,907)
------------ -----------

44,171 12,103
============ ===========

See notes to financial statements

F-2

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

Year ended December 31, 2002

(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,
2002 2002 2001
$ $ $
-------------------- -------------- ------------

REVENUE - - -

GENERAL AND ADMINISTRATION EXPENSES 1,772,730 103,339 341,121
EXPENSE RECOVERY (Note 8) (143,307) (143,307) -
-------------------- -------------- ------------

NET INCOME (LOSS) (1,629,423) 39,968 (341,121)
==================== ============== ============

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 0.01 (0.05)
============== ============

WEIGHTED AVERAGE SHARES OUTSTANDING BASIC 6,581,878 6,547,000
-------------- ------------

PLUS: INCREMENTAL SHARES OF ASSUMED
CONVERSION 40,000 -
-------------- ------------

ADJUSTED WEIGHTED AVERAGE SHARES 6,621,878 6,547,000
============== ============

See notes to financial statements

F-3

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)

Year ended December 31, 2002

(Stated in U.S. Dollars)

Deficitated
Common Stock Accumulated
------------- Additional During the
Number Paid-in Development
of Amount Capital Total 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)
============= ============ ============ ========== ============

See notes to financial statements

F-4

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31, 2002

(Stated in U.S. Dollars)

OPERATING ACTIVITIES
Net income (loss) (1,629,423) 39,968 (341,121)
Items not affecting cash
Amortization 12,599 4,048 4,584
Write-down of investment to net realizable value 27,000 - -
Donated consulting services 150,000 90,000 60,000
Deferred assets amortized 12,507 - 1,594
Gain on forgiveness of debt (143,307) (143,307) -
Shares issued for services rendered (Note 6) 613,276 10,000 36,000

Changes in non-cash working capital
Decrease in receivables - - 7,232
Increase in prepaid assets (16,500) (16,500)
Increase (decrease) in accounts
payable and accruals 304,281 (30,000) 189,705
-------------------- -------------- -------------
Cash flow used by operating activities (669,567) (45,791) (42,006)
-------------------- -------------- -------------

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 107,744 65,407 42,337
-------------------- -------------- -------------
Cash flow from financing activities 749,344 65,407 42,337
-------------------- -------------- -------------

INCREASE (DECREASE) IN CASH FLOW 32 (384) 331

CASH, BEGINNING OF YEAR - 416 85

CASH, END OF YEAR 32 32 416
==================== ============== =============

NON-CASH FINANCING ACTIVITIES
Shares issued for services rendered 613,276 10,000 36,000
Shares issued to settle debt 154,608 - 21,260
-------------------- -------------- -------------
767,884 10,000 57,260
==================== ============== =============

See notes to financial statements

F-5

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(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 an 83% 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.

The Company signed a Share Purchase and Sales Agreement on February 4, 2000
and intended to acquire Northbridge Communities Limited (NCL), a Thailand
company, which owns certain real estate properties in Thailand and Cambodia.
The rights to establish Bangkok Real Estate Funds (see Note 4) expired in August
2000. The Company wrote off the value of the Bangkok Real Estate Funds as of
December 31, 2000.

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.

Planned principal activities have not yet begun and revenues have not been
realized. The Company will continue to be in the development stage until the
Company begins 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. 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.

F-6

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(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 83% owned Thailand subsidiary, Asia Properties, International (Thailand)
Ltd., which is inactive.

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

Revenue, expenses and non-monetary balance sheet items in foreign currencies are
translated into U.S. dollars at the rate of exchange prevailing on the
transaction dates. Monetary balance sheet items are translated at the rate
prevailing at the balance sheet date. The resulting exchange gain or loss is
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 as available for sale securities,
and is carrying the investment at cost, as the fair market value of these
securities is not readily determinable.

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

F-7

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(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, 2002 and
2001, is as follows:

2002 2001
$ $
-------- ---------
Net operating loss (128,000) (198,000)
Valuation allowance 128,000 198,000
-------- ---------

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

F-8

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(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

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

(See Note 2(e))

4. PROPERTY, PLANT AND EQUIPMENT

2002 2001
------------------------------------ -----------
Accumulated
Cost Amortization Net Net
$ $ $ $
------- ------- ------ -------
Office equipment 20,238 12,599 7,639 11,687
======= ======= ====== =======

F-9

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(Stated in U.S. Dollars)

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. Two of the Company's non-executive directors received
directors' fees of $15,000, which has been charged to operations and classified
as "donated capital" in stockholders' deficit.

6. SHARE CAPITAL

a) 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.

b) During fiscal 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, 2002 are as follows:

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

Beginning of period 40,000 1.56
Granted - -
Exercised - -
Cancelled - -
Lapsed -
---------

End of period 40,000 1.56 13
========= ============= ===============

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.

F-10

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2002

(Stated in U.S. Dollars)

7. STOCK OPTIONS - Cont'd

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 5.0%, expected volatility of 100%, an expected option life of
three years, and no expected dividends.

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, 2002 and the year ended December 31, 2001 would have been as follows:

2002 2001
$ $
------- ---------
Net income (loss)
As reported 39,968 (341,121)
Pro forma 39,968 (353,343)
Basic net income (loss) per share
As reported 0.01 (0.05)
Pro forma 0.01 (0.05)

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

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.

On February 21, 2003 the Company revised its equity line of credit with Cornell
Capital from $10 million to $5 million.

F-11

Asia Properties, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)

June 30,2003 Dec. 31, 2002
$ $
(unaudited) (audited)
-------------- ---------------

Assets

Current Assets

Cash 98 32
Prepaid Expenses 100,000 16,500
-------------- ---------------
100,098 16,532

Investment in Shares of Entellium Investments, Ltd. 20,000 20,000

Property, Plant and Equipment (Note 3) - 7,639
-------------- ---------------

Total Assets 120,098 44,171
============== ===============

Liabilities and Stockholders' Deficit

Current Liabilities

Accounts payable 11,853 1,366
Accrued liabilities 5,000 5,000
-------------- ---------------
16,853 6,366

Due to related parties - Deferred 107,791 107,744
-------------- ---------------

Total Liabilities 124,644 114,110
-------------- ---------------

Stockholders' Deficit

Common Stock, $0.001 par value
50,000,000 shares authorized; 6,721 6,601

Additional Paid-in Capital 1,522,763 1,402,883

Donated Capital (Note 5) 180,000 150,000

Deficit Accumulated During the Development Stage (1,714,030) (1,629,423)
-------------- ---------------

Total Stockholders' Deficit (4,546) (69,939)
-------------- ---------------

Total Liabilities and Stockholders' Deficit 120,098 44,171
============== ===============

F-12

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

(Unaudited)

(Expressed in US Dollars)

For the Three Months For the Six Months
Ending June 30 Ending June 30
2003 2002 2003 2002
--------- -------- ------- --------
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 15,418 12,618 18,530 17,815
Office Equipment Write off 7,639 - 7,639 -
Travel 2,255 7,465 4,251 9,676
Trust & Filing Fees 637 589 1,066 502
Telephone & Internet 582 594 1,271 1,103
Promotion 428 - 428 -
Bank Charges & Interest 404 397 743 672
Office Expenses 345 350 428 -
--------- -------- ------- --------

Net Loss For The Period 60,208 37,013 84,607 60,401
========= ========= ======= ========

Net Loss Per Share (0.009) (0.006) (0.013) (0.009)
========= ========= ======= ========

Weighted Average Shares Outstanding 6,720,782 6,720,782 6,581,000 6,547,000
========= ========= ======= ========

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

F-13

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

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 84,607
---------- ------ --------- --------- -----------
Balance - June 30, 2003 6,720,782 6,721 1,522,763 1,529,484 (1,714,030)
========== ====== ========= ========= ===========

F-14

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

Three Months Ended Six Months Ended
June 30 June 30
2003 2002 2003 2002
-------- ------- -------- ---------
Cash provided by (used in)

Net loss for the period (60,208) (37,012) (84,607) (60,401)

Items not affecting cash
Amortization 7,639 520 7,639 1,040

Change in non-cash
working capital items 49,372 25,189 42,921 50,139
-------- ------- -------- ---------

Cash Flow Used in
Operating Activities (3,197) (11,303) (119,889) (9,222)
-------- ------- -------- ---------

Financing Activities

Issuance of share capital - - 120,000 -
Advances from related parties 3,188 6,941 (47) 13,669
-------- ------- -------- ---------

Cash Flow Provided by
Financing Activities 3,188 6,941 119,953 13,669
-------- ------- -------- ---------

Net Increase (decrease) in Cash (9) 4,362 64 4,447

Cash - Beginning of Period 107 501 32 416
-------- ------- -------- ---------

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

F-15

NOTES TO THE FINANCIAL STATEMENTS

Note 1

These interim financial statements should be read in conjunction with
the Corporation's most recent audited financial statements and notes included in
the annual report for the year ended December 31, 2002.

These financial statements follow the same accounting policies and
methods as the most recent annual financial statements.

F-16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. 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.

Item 25. Other Expenses Of Issuance And Distribution

The following table sets forth estimated expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered. Asia Properties will bear all costs and expenses of this offering.

Securities and Exchange Commission Registration Fee $ 434
Printing and Engraving Expenses $ 5,000
Accounting Fees and Expenses $ 20,000
Legal Fees and Expenses $ 30,000
Blue Sky Qualification Fees and Expenses $ 2,500
Miscellaneous $ 2,500
TOTAL $ 60,000

Item 26. 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. 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 options to buy 10,000 shares at a price of
$1.56 per share for a period of two years were granted to David Diehl for
services and 10,000 options to buy shares at a price of $1.56 per share for a
period of two years were 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, under Rule 504 of Regulation D
promulgated under the Securities Act of 1933, 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 and made introductions to
Cornell Capital. Also on February 28, 2003, 10,000 shares were issued to World
Web Publishing.com Corp. under Rule 504 of Regulation D promulgated under the
Securities Act of 1933 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, 50,000 options to purchase shares at a price of $1.00 per share for a
period of two years were granted to World Web Publishing.com, a company owned as
to 100% by Geoff Armstrong, secretary to Asia properties, for current and
ongoing services.

On May 20, 2003, we issued 90,000 shares of our common stock as a commitment fee
pursuant to an 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.

Item 27. Exhibits And Financial Statement Schedules
(a) The following exhibits are filed as part of this registration
statement:
3.1 Articles of Incorporation
3.2 By-laws
5.1 Opinion of Cutler Law Group
10.1 Equity Line of Credit Agreement dated May 20, 2003 between Asia
Properties, Inc. and Cornell Capital Partners, L.P.
10.1.2 Exhibit A and Schedule 2.6(b) (Equity Line of Credit Agreement*
10.2 Registration Rights Agreement dated May 20, 2003 between Asia
Properties, Inc. and Cornell Capital Partners, L.P.
10.3 Escrow Agreement dated May 20, 2003 among Asia Properties, Inc.,
Cornell Capital Partners, L.P. and Butler Gonzalez LLP

10.4 Placement Agent Agreement dated May 20, 2003 between Asia Properties,
Inc. and TN Capital Equities, Ltd.
10.5 Purchase and Sale Agreement dated May 20, 2003 between Asia Properties,
Inc., Asia Properties (Thailand), Inc. and Hong Yuan Enterprise Limited*
10.6 Daniel McKinney employment agreement
10.7 Stock Option Plan
10.8 Business Consultant Services Agreement dated March 4, 2003 between Asia
Properties, Inc. and World Web Publishing.com Corp.
10.9 Memorandum of Understanding dated February 18, 2003 between Asian
Properties, Inc. and Hong Yuan Enterprise Limited
10.10 Extension of Memorandum of Understanding dated May 20, 2003 between
Asian Properties, Inc. and Hong Yuan Enterprise Limited.23.1
10.12 Subscription Agreement for shares of Entellium Corporation*
22. Subsidiaries: Asia Properties, International (Thailand) Co. Ltd.
Incorporated in Thailand.
23.1 Consent of Cutler Law Group (included in opinion listed as Exhibit
5.1)
23.2 Consent of Dale, Matheson, Carr-Hilton Chartered Accountants
*Filed herewith - all others previously filed

Item 28. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus that is required by Sections 10(a)(3) of the
Securities Act (the "Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be a bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes to provide to the underwriter at
the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be
deemed to be part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the bona fide
offering thereof.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form SB-2
and authorized this Registration Statement to be signed on our behalf by the
undersigned, in the City of Bellingham, Washington, on September 29, 2003.

ASIA PROPERTIES, INC

By: /s/ Daniel McKinney
Name: Daniel McKinney
Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates stated.

SIGNATURE TITLE DATE

/s/ Daniel Mckinney President, Chief Executive Officer September 29, 2003
- --------------------- and Director
Daniel Mckinney (principal executive, accounting
and financial officer)

/s/ Daniel Mckinney Director September 29, 2003
- ---------------------
Nicholas St.Johnston
By Daniel Mckinney, power
of attorney

/s/ Daniel Mckinney Director September 29, 2003
- ---------------------
David Roberts
By Daniel Mckinney, power
of attorney

[Power of attorney contained in SB-2 filing for Asia Properties Investments,
Inc.]