UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2016~~2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 333-192272

~~Asia~~ASIA ~~Equity~~EQUITY ~~Exchange~~EXCHANGE ~~Group~~GROUP, ~~Inc~~INC.

(~~Exact~~EXACT ~~Name~~NAME ofOF ~~Registrant~~REGISTRANT asAS ~~Specified~~SPECIFIED inIN ~~Its~~ITS ~~Charter~~CHARTER)

Nevada		46-3366428
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Suite ~~2603~~2501A, 2625/F, ~~COFCO~~Skyline Tower,

~~262~~39 ~~Gloucester~~Wang Kwong Road, ~~Causeway~~Kowloon Bay, Hong Kong

(Address of Principal Executive Offices)

+852-~~2845~~2818 ~~2281~~2998

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X] Emerging Growth Company [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]

AsIndicate ~~of June 30, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held~~ by ~~non-affiliates~~check ~~(based~~mark ~~upon~~if the ~~closing sale price of $1.0 per share as reported on The OTC Market) was approximately 44.0 million. Shares of the~~ registrant’s ~~common~~has ~~stock~~elected ~~held by~~not ~~each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed~~ to beuse ~~affiliates of~~ the ~~registrant.~~extended ~~This~~transition ~~determination~~period ~~of affiliate status is not necessarily a conclusive determination~~ for ~~other~~complying ~~purposes.~~with any

~~There~~new ~~were~~or arevised ~~total~~financial ofaccounting ~~1,146,000,000~~standards ~~shares~~provided ofpursuant ~~the~~to ~~registrant’s~~Section ~~common~~13(a) ~~stock outstanding as~~ of ~~March~~the ~~24,~~Exchange ~~2017~~Act. [ ]

As of June 26, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing sale price of $12.3 per share as reported on The OTC Market) was approximately $740 million. Shares of the registrant’s common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were a total of 118,900,016 shares of the registrant’s common stock outstanding as of April 9, 2018.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ASIA EQUITY EXCHANGE GROUP, INC.

Annual Report on Form 10-K

TABLE OF CONTENTS

	PART I
Item 1.	Business	24
Item 1A.	Risk Factors.	811
Item 1B.	Unresolved Staff Comments.	2011
Item 2.	Properties.	2112
Item 3.	Legal Proceedings.	2112
Item 4.	Mine Safety Disclosures.	2112
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2213
Item 6.	Selected Financial Data.	2314
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.	2314
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk.	2720
Item 8.	Financial Statements And Supplementary Data.	2721
Item 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.	4222
Item 9A.	Controls And Procedures.	4223
Item 9B.	Other Information.	4325
	PART III
Item 10.	Directors, Executive Officers And Corporate Governance.	4425
Item 11.	Executive Compensation.	4627
Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.	4628
Item 13.	Certain Relationships And Related Transactions, And Director Independence.	4829
Item 14.	Principal Accounting Fees And Services.	4830
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	5031

INTRODUCTORY NOTE

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

● “Company”, “we”, “us” and “our” are to the combined business of Asia Equity Exchange Group, Inc., a Nevada corporation, and its consolidated subsidiaries; ● “AEEGCL” are to our Samoa subsidiary, ~~Asia~~Asian Equity Exchange Group ~~Company~~Co., Ltd.; ● “AEEX HK” are to AEEX (HK) International ~~Finance~~Financial ~~Service~~Services Limited (formerly known as Yinfu International Enterprise Limited), a company formed in Hong Kong; ● “AACCL” are to ~~Asian~~Asia &America ~~American~~Consultants ~~Consultant~~ (Shenzhen) Co., Ltd., (formerly known as Yinfu Guotai Investment Consultant (Shenzhen) Co., Ltd.),our PRC subsidiary ; ● “China” and “PRC” are to the People’s Republic of China; ● “RMB” are to Renminbi, the legal currency of China; ● “U.S. dollar”, “$” and “US$” are to the legal currency of the United States; ● “SEC” are to the United States Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; and ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

Special Note Regarding Forward Looking Statements

Statements contained in this report include “forward-looking statements” that involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Forward-looking statements made in this report generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “project,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other things, such factors as:

	●	our future business development, results of operations and financial condition;

	●	our ability to maintain or increase our market share in the competitive markets in which we do business;

	●	our ability to diversify our product offerings and capture new market opportunities;

	●	uncertainties with respect to the PRC legal and regulatory environment;

	●	other risks identified in this report and in our other reports filed with the SEC, including those identified in “Item 1A. Risk Factors” below.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

PART I

ITEM 1.	BUSINESS.

Overview of Our Business

We were incorporated in the State of Nevada on July 15, 2013, under the name “I In The Sky, Inc.” On July 22, 2015, we changed the company name to ~~our~~Asia ~~current~~Equity ~~name~~Exchange Group, Inc.. Our original business plan was to manufacture and market low cost GPS tracking devices and software to businesses and families. However this business was not successful and we had no revenues generated from our business until April 12, 2016 when we completed our reverse acquisition of AEEGCL.

AEEGCL is a company incorporated under the laws of Samoa on May 29, 2015. Effective November 30, 2015, we executed a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 100% of the shares and assets of AEEGCL, in exchange for one billion (1,000,000,000) shares of common stock of the Company that were issued to the owners of AEEGCL. The transactions contemplated by the Purchase Agreement were closed on April 12, 2016. As a result, our previous business plan was terminated and we are currently engaged in the business of AEEGCL.

~~AEEGCL~~The ~~offers~~acquisition anof ~~international~~AEEGCL ~~equity~~and ~~assistance~~its ~~and~~subsidiaries ~~information~~by ~~service~~us ~~platform~~was ~~designed~~accounted tofor ~~provide~~as ~~member~~a ~~registration~~reverse ~~services,~~merger ~~equity investment~~because ~~financing~~there ~~information~~was toa ~~enterprises~~change inof ~~Asia~~control, and ~~mainly~~on ina ~~China~~post-merger basis, the former shareholders of AEEGCL held a majority of our outstanding common stock on a fully-diluted basis. ~~Currently~~As 34a ~~companies~~result, ~~are~~AEEGCL ~~registered~~is ~~with~~deemed usto be the acquirer for accounting purposes. Accordingly, ~~and~~the ~~additional~~consolidated financial statement 36data ~~companies~~presented are inthose ~~the~~of ~~process~~AEEGCL, ofrecorded ~~preparing~~at the ~~necessary~~historical ~~documents~~basis of AEEGCL, for ~~registration~~all ~~with~~periods ~~us.~~prior ~~All~~to ~~companies~~our ~~currently~~acquisition ~~registered~~of AEEGCL ~~with~~on usApril ~~are~~12, ~~located~~2016, inand ~~China,~~the asfinancial ~~are~~statements of the ~~additional~~historical operations of the consolidated companies infrom the ~~process~~effective date of the closing of the reverse merger.

~~Our~~AEEGCL ~~member~~offers ~~registration~~an ~~services~~international ~~refer to companies seeking to join our~~ equity ~~investment~~assistance and ~~financing~~ information ~~dissemination~~ service platform. ~~All~~designed ~~medium and small-sized enterprises in Asia can apply~~ to ~~register~~provide ~~with~~member ~~us.~~registration ~~They can distribute their basic information~~services, ~~project~~ ~~status, financial status and~~ equity investment ~~structure~~financing information ~~through our platform~~ to ~~attract~~enterprises ~~individual~~in ~~investors~~Asia, ~~and~~mainly ~~investment institutions~~in ~~all over the world~~China. ~~Our~~Currently ~~current~~59 ~~focus is on helping~~ companies inare ~~China~~registered ~~which~~with ~~seek~~us, ~~financing~~and ~~while~~additional 31 wecompanies ~~plan~~are toin ~~offer our~~the ~~services~~process inof ~~other~~preparing ~~Asian~~the ~~countries~~necessary ~~where~~documents wefor ~~can~~registration ~~assist~~ with aus. ~~company’s~~All ~~public~~companies ~~and~~currently ~~investor awareness and investor relationship~~registered ~~needs~~with ~~and~~us ~~financing~~are ~~needs.~~located ~~Where~~in ~~we can~~China, ~~we will assist companies by finding appropriate legal~~ as ~~well~~are asthe ~~accounting~~additional ~~services. We do not work with~~ companies ~~planning~~in tothe ~~become SEC reporting companies or that intend to begin trading on U~~process.~~S. markets.~~

~~AEEGCL~~Our ~~owns~~member ~~100%~~registration ofservices ~~AEEX~~refer ~~HK,~~to acompanies ~~Hong~~seeking ~~Kong~~to ~~corporation~~join ~~incorporated~~our onequity ~~December~~investment ~~22,~~and ~~2014~~financing information platform. ~~AEEX~~All HKmedium ~~owns~~and ~~100%~~small-sized ofenterprises ~~Asian~~in &Asia ~~American~~can ~~Consultant (Shenzhen)~~apply Coto register with us. They can distribute their basic information, project ~~Ltd.~~status, afinancial ~~corporation~~status ~~incorporated~~and inequity ~~the~~structure ~~PRC~~information onthrough ~~April~~our ~~15,~~platform ~~2015.~~to ~~Both~~attract ~~AEEX~~individual HKinvestors and ~~AACCL~~investment institutions ~~are~~all ~~engaged~~over the world. Our current focus is on helping companies in ~~the~~China ~~provision~~which seek financing while we plan to offer ofour ~~investment~~services in other Asian countries where we can assist with a company’s public and ~~corporate~~investor ~~management~~awareness ~~consultancy~~and investor relationship needs and financing needs. Where we can, we will assist companies by finding appropriate legal as well as accounting services.

~~The~~AEEGCL ~~acquisition~~owns 100% of ~~AEEGCL~~AEEX ~~and~~HK, ~~its subsidiaries by us was accounted for as~~ a ~~reverse~~Hong ~~merger~~Kong ~~because~~corporation incorporated on aDecember ~~post-merger basis~~22, ~~the~~2014. ~~former shareholders~~AEEX ofHK ~~AEEGCL~~owns ~~held~~100% ~~a majority~~ of ~~our~~Asian ~~outstanding~~& ~~common~~American ~~stock~~Consultant (Shenzhen) ~~on a fully-diluted basis~~Co. ~~As a result~~, ~~AEEGCL is deemed to be the acquirer for accounting purposes~~Ltd. ~~Accordingly~~(“AACCL”), ~~the~~a ~~consolidated~~corporation ~~financial~~incorporated ~~statement~~in ~~data presented are those of AEEGCL, recorded at~~ the ~~historical~~PRC ~~basis~~on ofApril ~~AEEGCL~~15, ~~for~~2015. ~~all~~Both ~~periods~~AEEX ~~prior~~HK ~~to our acquisition of AEEGCL on April 12, 2016,~~ and ~~the~~AACCL ~~financial~~are ~~statements~~engaged ofin the ~~historical~~provision ~~operations~~ of ~~the~~investment ~~consolidated~~and ~~companies~~corporate ~~from~~management ~~the~~consultancy ~~effective date of the closing of the reverse merger~~services.

We generated revenues of $~~563~~2,~~363~~889,222 and $~~nil~~565,413 for the fiscal years ended December 31, ~~2016~~2017 and ~~2015~~2016, respectively. We had a net ~~loss~~ profit of $~~255~~1,~~800~~411,060 in ~~2016~~2017 and a net loss of $44469,~~435~~716 in ~~2015~~2016. As of December 31, ~~2016~~2017, we had ana ~~accumulated~~retained ~~deficit~~earnings of $~~387~~756,~~719 and~~192 and net assets of $~~734~~16,~~568~~035,787.

On July 8, 2015, our board of directors authorized a change in our fiscal year end from September 30, 2015 to December 31, 2015. We filed a transition report on form 10-Q for the transition period from October 1, 2015 to December 31, 2015. As a result of the change in fiscal year, our 2016 fiscal year began on January 1, 2016 and ended on December 31, 2016.4

2Recent Developments

Reverse Stock Split

On July 21, 2017, the Board of Directors of Asia Equity Exchange Group, Inc. approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”) as of July 31, 2017 (the “Effective Date”).

Before the Effective Date, the Company was authorized to issue 3,000,000,000 shares of Common Stock and had 1,146,000,000 shares of Common Stock issued and outstanding. Simultaneously with the Reverse Stock Split, the Company decreased its authorized Common Stock to 300,000,000 shares. As a result of the Reverse Stock Split, the Company currently has 114,600,000 shares of Common Stock issued and outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).

The Reverse Stock Split does not have any effect on the stated par value of the Common Stock and the Company’s authorized preferred stock of 1,000,000 shares which will remain unchanged. Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remain virtually unchanged except for minor changes and adjustments resulting from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock are substantially unaffected by the Reverse Stock Split.

Entry into a Material Definitive Agreement

On November 21, 2017, we entered into a Subscription Agreement (the “Agreement”) with Yanru Zhou (the “Investor”). Pursuant to the Agreement, the Investor purchased 4,300,000 shares (the “Shares”) of the common stock of the Company, par value $0.001 per share (the “Common Stock”), at the price of $3.5 per share (the “Purchase Price Per Share”) and for an aggregate price of $15,050,000 in a private sale transaction (the “Private Sale”). The Private Sale contemplated in the Agreement closed on the same day.

Pursuant to the Agreement, the Company will apply to be listed on the NASDAQ Capital Market or such other national securities exchange as is reasonably acceptable to the Purchaser (the “National Exchanges”), so that the Company’s Common Stock will commence trading on one of the National Exchanges (the “Uplisting”) no later than December 31, 2018 (the “Uplisting Deadline”).

If the Company does not complete Uplisting on or before the Uplisting Deadline (the “Eligible Uplisting”), the Investor will, within 30 days following the Uplisting Deadline, have the right to request the Company to buy back any number of the Shares, at the same price of the Purchase Price Per Share, subject to the terms and conditions of the Subscription Agreement.

Our Corporate Structure

All of our business operations are conducted primarily through our operating subsidiaries. The chart below presents our current corporate structure:

Our Business

Many small and medium -sized enterprises throughout Asia seek to take potential advantages of ~~the potential offered by~~ becoming a publicly traded company. ~~Greater~~since greater public awareness and the ~~corresponding~~ increased ability to ~~have~~ access to ~~financing through~~ international ~~investment channels~~financing can ~~make~~accelerate the ~~transition from private to public~~ company’s ~~status a means by which a company can create real~~ growth.

However, many enterprises may not be familiar with public company listing requirements and overseas financing methods ~~overseas~~. ~~Management~~The ~~of these~~complicated ~~small~~listing ~~to medium-sized companies find the~~ rules and regulations ~~difficult~~together towith ~~comprehend,~~high ~~may~~listing ~~consider~~cost ~~the~~are ~~intricacies~~also ~~and~~barriers ~~potential costs~~for ~~too~~these ~~difficult~~enterprises to ~~overcome, and are unable to~~ realize ~~the~~their full potential ~~of their enterprise~~.

In addition, foreign languages and different securities laws and legal requirements of the listing jurisdictions ~~into~~will ~~which~~also ~~these~~deter the ~~companies~~management ~~might~~desire ~~want~~ to ~~move~~overseas ~~may~~listing. ~~speak~~To ~~different~~assist ~~languages~~these ~~and~~enterprises, ~~will~~we have ~~different securities~~a ~~laws~~team of qualified and experienced local personnel with legal, ~~requirements~~regulatory and language expertise in those jurisdictions.

ToThe ~~assist~~multi-task ~~these~~service ~~enterprises,~~platform weof ~~have~~AEEX ~~developed~~serves as a ~~program~~means to ~~seek~~assist ~~out~~these ~~and~~enterprises ~~engage~~to ~~local~~secure ~~personnel~~a ~~with~~public ~~legal~~listing and achieve overseas financing. Meanwhile, ~~regulatory~~we also help overseas individual and ~~language expertise~~institutional ininvestors ~~those~~seek ~~jurisdictions.~~quality Weequity ~~work~~investment toin ~~identify~~our ~~qualified~~platform in ~~personnel~~which ~~through~~we aprovide ~~careful~~registration, ~~vetting~~supervision and ~~due~~management ~~diligence process~~services.

~~Our~~To ~~multi-task~~accomplish ~~service platform serves as a means not only for assisting~~ these ~~companies~~goals toon ~~secure~~behalf ~~public company listing and enhanced means~~ of ~~achieving~~our ~~financing overseas~~clients, ~~but~~our ~~also assist overseas individual and institutional investors seeking quality equity investment. AEEX also provides registration, supervision and management~~ services. include:

To accomplish these goals on behalf of our clients, we have established a number of corporate tools. These include:

Listing services:

We provide listing services to companies seeking to join our equity investment and financing information dissemination platform. Medium and small-sized enterprises in Asia can apply to list with us, but our current focus is on helping companies in China, which seek financing and increased public awareness ~~of what they offer~~. Our services for companies that list with us relate primarily to markets and regulatory structures in China, but we plan to offer our services in other Asian countries where we can assist with a company’s public and investor awareness and investor relationship needs and with their financing needs. Where we can, we will assist the companies by finding appropriate legal ~~representation~~and ~~as well as~~ accounting services. We dobelieve ~~not~~there ~~work~~are ~~with companies~~numerous ~~planning to become SEC reporting companies or that want to begin trading on~~ U.S. ~~markets. We believe there are numerous US~~-based law firms and American consulting services that are better equipped to deal with those services.

3We conduct a strict due diligence review of any potential client’s business, history and management. Potential clients must disclose their audited financial statements and legal opinions in accordance with international standards issued by third party professional firms. They are also required to conform to strict standards for disclosure for information update after the listing, which helps to facilitate their connections to international capital markets.

In order to be taken on as a client, we conduct a strict due diligence of the potential client’s business, history and management. Clients must disclose audited financial statements and legal opinions in accordance with international standards issued by professional third party institutions. They are also required to conform to strict standards for disclosure of information after listing, which helps to facilitate their connections to international capital markets.7

To be a qualified applicant for listing with us, a potential client must:

● Be duly established and ~~validly~~in ~~existing~~good standing pursuant to relevant laws and regulations in a country or region in Asia; ● Demonstrate that they have a good business reputation and operating performance, and comply with professional ethics; ● Have an experienced, ~~quality~~qualified and stable management team and sound operation; ● Have a sustainable operating project with the expectation of a good return on investment; ● Have not breached any law or regulation in a material respect, or have received any administrative penalty from a regulatory body or other department in the past twenty four months; ● Acknowledge and comply with our relevant listing rules ofand ~~us,~~is ~~and~~willing to pay fees relating to our client enterprise listing services; ● Pass a professional ~~qualification~~due ~~review~~diligence conducted by us~~, and pay fees relating to such review~~.

It is important to note that we are not ~~now~~in fact nor do we intend to be a trading market or provide quotations services for our clients. We merely provide a platform designed solely for distributing equity investment information and financing information, which facilitates connections and negotiations between investors and project management. We assist investors seeking investment opportunities and companies seeking international investment.

Since August 2015, we have carried out a number of roadshows in various cities such as Shenyang, Dalian, Shanghai, Hangzhou, ~~Fuzhou~~Xiamen and Shenzhen, which have extended our influence and enhanced our brand recognition. We plan to continue our all-round roadshows at regional, national and international levels to further increase awareness of our brand and advance our business development.

Listing Planning and Evaluation:

● We conduct comprehensive evaluation of aany ~~client’s~~prospective ~~prospects~~client, including its assets and liabilities, financial position, management, development prospect and business model; ● We offer assistance in reorganizing and standardizing the client’s business, work to optimize its business model and procedures, and help the client integrate its resources to highlight the value of the client; ● We help reorganize the corporate structure and assist the client to build a management team for going public based on the actual conditions of the client; and ● We assess and recommend qualified lawyers, auditors, investment banks and other institutions which can provide the client with pre-listing services.

We also ensure that we are in regular and efficient communication with all our clients who are planning to become a public company, or have already become public, and make certain that they have received the consulting services they need.

Where necessary, we will meet with clients on critical issues in public listing, or help them become familiar with important regulations in the securities markets and assist them in meeting the standards for going public. We also make sure that clients are updated with regulatory and legal changes.

Listing Solutions: We provide clients planning for a public listing with consulting services, which include models for reference and examples of successful cases. We also use our resources and experience to help clients connect directly with the corresponding securities regulatory commission.

Assistance with Negotiation and Implementation: With our advantages in resources and information, we assist clients with key negotiations with different parties and help them deal with various issues and problems before and after their public listing.

Funding Initiation: We use our resources to help clients who plan to go public, but face funding shortages to connect with venture capital, banks or other financial institutions that can provide potential assistance in their financing needs.

Client Equity Securitization Reform: We help to confirm the equity position of companies planning for going public, and provide assistance for them in working with qualified accounting and law firms to determine the share capital structure, stock par value and holding percentages of shareholders, and, where necessary, help clients to build a new equity structure in accordance with requirements of the relevant securities regulatory commission with whom the client is dealing.

Restructuring Consultancy: We work with qualified lawyers and auditing firms to help reorganize the client’s business model, procedures and organizational structure in order to maximize the client’s value and ensure that its public listing needs and requirements are met.

Route Design: We plan and design the proper procedures and methods for going public on behalf of our clients based on their assets, financial position, operations and other conditions.

Team Establishment: In accordance with the conditions of the clients and requirements by the relevant securities regulatory commission, we assist the clients to establish an organizational structure and a management team best suited for going public.

“Headhunting” Services: We work with headhunting companies, i.e. companies that provide employment or recruiting services to find the most qualified managers and professionals to meet the specific needs of our clients.

Follow-up Service: We provide clients with continuous consultancy and following-up services throughout the entire public listing process, from planning and preparation to success in becoming a public company.

Merger, Acquisition and ~~Acquisition~~Initial Public Offerings (“IPO”) Planning: A major feature of our service is overall merger, acquisition and ~~acquisition~~IPO planning and assistance with listing on international main boards of various countries, assistance with the preparation and execution of overseas initial public offering efforts and main board listing through public shell companies by means of reverse merger.

One useful tool in the transition from private to public company is the reverse merger or reverse takeover.

In a reverse merger, the shareholders of a private company acquire a majority of the shares of a “shell company”. The shell company is a public company that does not have an active business operation or significant assets. The shell company is then merged with the private company. This makes the public company registration process less time consuming and potentially less expensive. To finalize the reverse merger, the private company trades shares with the public shell in exchange for the shell company’s stock, and the private enterprise becomes a public company because there is a change of control.

With numerous jurisdictions with which to deal, these mergers can be difficult. For small private companies, extra-jurisdictional government regulations and laws governing mergers are often difficult to understand, and without careful planning, there is a high failure rate with companies conducting mergers and acquisitions. Careful planning and pre-merger research is vital. Many companies starting out do not have the experience or resources to do the research necessary to complete a successful merger and to see a successful entity emerge from the process.

Among other requirements for a successful merger is detailed advance evaluation of the merger target, and the evaluation of the merger organization and its business plan. Clients will also need experienced assistance to develop strategies as they move beyond the merger process. Assistance with post-merger or post-acquisition organization, negotiations and planning are also important elements in determining the client’s success or failure. We have designed a program specifically tailored to address those issues for companies seeking to go public by means of a merger.

Assistance with Public Company Corporate Management: Among the services provided by us on behalf of our clients are those corporate services that are fundamental to a company’s survival and success. These include:

	●	Assistance with and the preparation of all internal corporate documents, including corporate resolutions, minutes, changes and amendments to corporate documents as required;

	●	Assistance with and the preparation of required legal and regulatory documents, including, but not limited to disclosure statements and agreements, subscription agreements, federal, state and regulatory filings, such registration statement(s), as required;

	●	Assistance with the preparation of all required responses resulting from the filing of any of the aforesaid documents, and the preparation or assistance with the preparation of any and all required amendments to the aforesaid documents;

	●	Guidance for the proper maintenance of all required legal and regulatory filings related to the foregoing documents;

	●	Direct and continuous liaison with corporate attorneys, accountants and auditors on behalf of the enterprise;

	●	Assisting the client with the proper maintenance of all company files.

Resource Matching: As we move forward in our business and increase our client base, we are working to establish long-term cooperation with a number of qualified accounting firms, law firms, investment banks, venture capital and other relevant institutions.

Developing Public Awareness: We are working to develop public awareness for clients through an in-house publication, by creating and producing road-shows for clients and by developing publicity materials as part of an ongoing commitment to help our client to achieve success.

Markets

Our market includes small and medium-sized enterprises (“SME”) in Asia, enterprises with financial requirements, enterprises seeking to increase public awareness and enterprises planning to expand their business internationally.

Competition

There is a similar equity financing platform in China, the ‘National Equities Exchange and Quotations’ (NEEQ, www.neeq.cc). It is managed by the Chinese Government and has considerable support from the government itself. NEEQ has been in operation since September 2012, and currently services more than 5,000 listed companies. While its services are limited to mainland China, there is no assurance that other countries or groups will not initiate similar services to compete directly with us. NEEQ is a financial service platform which deals with both equity information services as well as equity trading. While we offer information services for clients, we are not involved with equity trading and we are not an equity trading market and it is important to note that we are not now nor does it intend to be a trading market or provide quotations services for its clients. It is a platform designed solely for equity investment information and financing information services. It facilitates connections and negotiations between investors and project management. We assist investors seeking investment opportunities and companies seeking international investment.

Additionally, the online equity information industry we are entering into is intensely competitive. Large companies may preempt the field if they view opportunities that have sufficient financial rewards to enter the market. We are a relatively late entry into a mature market for most online information services. There can be no assurance that we will be able to develop a profitable niche in this market. While we intend to find niche products and services relying on previously unexploited services, there can be no assurance that we will be successful in this endeavor.

Intellectual Property

We are in the process of registering our trademark in ~~Hong~~China, ~~Kong and the United States. Our trademark registration has been approved both in~~ Hong Kong and the United States.

Employees

We had a total of 639 employees as of December 31, ~~2016~~2017. The following table sets forth the number of our employees by function.

Function	Number
Finance		24
Technological		13
Listing Service		123
General and administrative		29
Total		639

Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We have not experienced any work stoppages. We believe we maintain good relations with our employees.

Government Regulations

Through AEEGCL and its Chinese subsidiaries, we are providing consulting services to our clients. Our platform is designed to provide information of equity investment and financing to medium and small-sized enterprises in Asia. Upon becoming member clients, we assist these enterprises to distribute information about themselves, their project status, financial status and equity structure information and use our platform to attract individual investors and investment institutions worldwide. Our business goal is to develop business partners not only in China but throughout Asia. However, at present we have only 26 business partners all of which are located in China. These partners include legal consulting and accounting firms which are also responsible for seeking out and identifying suitable business enterprise clients and to help these potential clients to understand what we offer and to assist these clients to register as members of our platform. As we move forward we will seek business partners and clients throughout Asia.

Our business is mainly conducted by our China-based subsidiary, AACCL. AACCL provides training courses for our business partners to help them understand our platform and provides management and business consultancy for our Chinese business clients. Such services are within the scope of AACCL’s business license and is permitted by Chinese laws. We established AACCL due to our expectation that most of the business will originate in China and, as such, we are required to have a Chinese entity to conduct business in China.

The business scope of AACCL registered and recorded with the Chinese government as required during incorporation of AACCL includes: engaging in enterprise management consulting, economic information consulting, corporate image planning and the research and development, import and export service of electronic products, computer software and hardware products. As a foreign-invested company in China, AACCL is subject to government regulations on foreign investment and business operation. Specifically, according to Article 14 of Law of the People’s Republic on Foreign-capital Enterprises, all foreign-invested enterprises should establish account books, conduct independent accounting, submit accounting reports and statements as required and accept supervision by the financial and tax authorities. If an enterprise with foreign capital refuses to maintain account books in China, the financial and tax authorities may impose a fine on it, and the industry and commerce administration authorities may order it to suspend operations or may revoke its business license. In addition, China adopted a new Labor Contract Law, effective on January 1, 2008, and issued its implementation rules, effective on September 18, 2008. The Labor Contract Law and related rules and regulations impose more stringent requirements on our Chinese subsidiaries with regard to, among others, minimum wages, severance payment and non-fixed-term employment contracts, time limits for probation periods, as well as the duration and the times that an employee can be placed on a fixed-term employment contract. Furthermore, pursuant to company law of China, our Chinese subsidiaries are required to allocate at least 10% of their annual after-tax profits determined in accordance with accounting standards and regulations of China to a statutory general reserve fund until the amounts in said fund reaches 50% of their registered capital.

Other than the required adherence to general business laws and regulatory disclosure as described above, our services do not appear to be affected by any specific Chinese government regulations. However, this does not preclude the possibility that China will institute regulations that will make it difficult or impossible for us to operate successfully, if at all, in China, and we would have to focus our business on companies located outside China.

However, it should also be noted that our business is operated by AEEGCL, a company incorporated in Samoa. No special license is required for its operations in Samoa. Though most of its business currently comes from China, its Samoan operations are not subject to regulations by the Chinese government.

ITEM 1A.

RISK FACTORS.

~~RISKS~~This ~~RELATED~~item TOis ~~OUR~~not ~~BUSINESS~~applicable to a small reporting company such as us.

We may not be able to obtain sufficient business partners to effectively cover our targeted market.

The business model adopted by us is to promote our services through our business partners in targeted countries and regions who are more familiar with the local markets and may be able to help us develop clients quickly. However, it takes time to develop qualified business partners and those selected may not turn out to be the right business partners, which may have a negative effect on our business development.

Our business plan is based on a relatively new model that may not be successful and we may not successfully implement our business strategies.

Our products and services are targeted at an emerging market and any potential increase in our revenues depends on the achievement of equity financing by our current and future clients, the SMEs in Asia, which is a new market in the region. In addition, we cannot guarantee the full and successful implementation of our business strategies. To ensure the successful reception of our products and services by a large number of SMEs in China, great efforts must to be made in promotion and business partner development. However, we cannot guarantee successful promotion of our products and services and we may not be able to realize our business goals.

The online equity information industry we are entering is highly competitive and there is no assurance that we will be successful in developing our product and entering the market successfully.

The online equity information industry we are entering is intensely competitive. Large companies may preempt the field if they view opportunities that have sufficient financial rewards to enter the market. We are a relatively late entry into a mature market for most online information services. There can be no assurance that we will be able to develop a profitable niche in this market. While we intend to find niche products and services relying on previously unexploited services, there can be no assurance that we will be successful in this endeavor.

China is in a period of transformation, with a great number of SMEs facing industry upgrading and innovation which requires large amount of funding. The Chinese government encourages SMEs to solve the lack of funds through equity financing. As a result, the National Equities Exchange and Quotations (NEEQ) and regional equity transaction centers have experienced rapid development in the past years. Though our products and services have advantages over those of NEEQ and regional equity transaction centers, these other agencies may have already preempted the field and gained recognition among SMEs. The Company must work hard to narrow such gap as quickly as possible and win the recognition by clients of our advantages and their acceptance of our products and services. If we are unable to do so, we may be unable to gain a sufficient number of clients and our business may fail.

As yet we have a limited number of clients or customers and we cannot guarantee we will ever have more. Even if we obtain additional clients or customers, there is no assurance that we will make a profit.

We have a limited number of clients or customers. We have identified additional potential clients, but we cannot guarantee we will be able to bring them in as clients. Even if we obtain additional clients or customers for our services, there is no guarantee that we will develop products and/or services that our clients/customers will want to purchase. If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

We provide services or will expand to provide services in a number of different jurisdictions with different legal, regulatory and language requirements. This will require personnel with legal, regulatory and language expertise in those jurisdictions and such personnel may not be readily available.

We provide services or will expand to provide services in a number of different countries. All of these jurisdictions may speak different languages and have different securities laws and legal requirements, especially with respect to laws governing reverse mergers. This will require us to seek out and engage local personnel with legal, regulatory and language expertise in those jurisdictions. Identifying qualified personnel may be very difficult, and such personnel may not be readily available or may be very expensive. Should we be unable to find properly trained and experienced personnel, we will be unable to function in those jurisdiction causing costly gaps in our ability to provide services.

Our business model will require the use and training of outside personnel, who may not be available to provide qualified services when needed.

Our business model requires relevant services from our business partners in other countries who will be selected in accordance with certain standards and provided with training by us in all aspects of our business. However, their trainability, professionalism and work ethic will vary and may not meet the strict requirements for our business. Additionally, outside personnel may not be available when needed, which may reduce customer satisfaction and further affect the image and business development of us. If we are unsuccessful in finding and training the required personnel, our business plan and ultimately our Company will fail.

The failure of our business partners to effectively promote the business may have a negative effect on our business development.

Our business partners are required to meet a large number of clients and educate them about all necessary aspects of the listing business. To ensure that our clients, some of which may have poor management skills, can meet the listing standards, extra and long-term efforts will have to be made by our business partners, some of whom may not do their utmost to promote the business. Lack of sufficient effort by our business partners will negatively affect our business development and we might fail.

A large amount of investment in promotion and business partner development at the early stage will affect our profits.

We are currently at the early stage of development and conducts business only in China. Though cooperative relationships have been established with some business partners, it will still require significant effort to achieve full business coverage in China. To promote our business and provide products and services for clients, we have made all-round and detailed promotional plans and policies and will carry out a number of road shows at regional, national and international levels. We will also adopt preferential policies for attracting business partners to advance our business. This will require a large amount of investment at the beginning and may affect our profits. If the necessary expenses are too high, we might not have sufficient funds to carry on our business and we will fail.

If we are not able to increase and maintain our brand influence, we may face difficulties in attracting new business partners and clients and may suffer damage to our business.

The Asia Equity Exchange brand is still being nurtured. We believe it is critical to increase and maintain our brand influence in our development of clients and in attracting new business partners. Our major competitors have built well-known brands and continue to increase their influence. Our failure to increase and maintain our brand influence for any reason may result in a material adverse effect on our business, operating results and financial position.

The fast growing and changing business environment may intensify our shortage of resources.

We plan to expand our business while developing customers and seeking market opportunities. Our limited operating, administrative and financial resources may not support our planned development. As the number of our clients and business activities increase, we will need to increase investment. We will need to improve the existing and implement new operating and financial systems, processes and controls, and expand, train and manage a growing team of employees. In addition, management will need to maintain and strengthen our relations with business partners. If we fail to effectively manage our development and expansion, our service quality may decrease, our business may suffer damage and our operating results may be materially and adversely affected.

We may be adversely affected due to the complicated and unclear regulatory system in the financial sector in which we operate.

The Chinese government strictly regulates the financial sector by setting out requirements for licenses and permits of foreign financial investment. Since regulations and rules in the financial sectors are relatively new and continuously changing, how they should be interpreted and exercised is extremely unclear. The interpretation and quotations of the current Chinese regulations and policies, the position of China Securities Regulatory Commission and new regulations and policies that may become materially uncertain factors in the legality of the current and future foreign investment and in the operation and management of Chinese equity financing, including our business. Under some circumstances, our current and former services or business may be deemed to have violated Chinese regulations, and we may be fined or penalized or our business and services may be terminated. This risk does not apply to our Samoan operations, which are not subject to Chinese regulations.

We depend heavily on key personnel, and turnover of key employees and senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our key technical and senior management personnel, including Jun Liu, our Chairman and Chief Executive Officer and Tao Peng, our Director and Chief Technical Officer. They also depend in significant part upon our ability to attract and retain additional qualified management, technical, marketing and sales and support personnel for our operations. If we lose a key employee or if a key employee fails to perform in his or her current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing our business, any part of which could be harmed by further turnover.

As an “emerging growth company” under the Jumpstart our Business Startups Act (JOBS Act), we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

For as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We will remain an “emerging growth company” for up to five years, or until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Notwithstanding the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a “smaller reporting company” at such time as we cease to be an “emerging growth company,” we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings ; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate the material weaknesses or maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our shares may be adversely affected.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting in their annual reports on Form 10-K. Under current law, we are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls, assuming our filing status remains as a smaller reporting company. A report of our management is included under Item 9A of this Annual Report on Form 10-K. Our management has identified the following material weakness in our internal control over financial reporting: (i) our inability to complete our implementation of comprehensive entity level controls, (ii) our lack of a sufficient complement of personnel with an appropriate level of knowledge and experience in the application of U.S. GAAP commensurate with our financial reporting requirements, and (iii) our lack of the quantity of resources necessary to implement an appropriate level of review controls to properly evaluate the completeness and accuracy of the transactions we enter into. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have taken measures and plan to continue to take measures to remedy this material weakness. However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting. Our failure to address any control deficiency could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, effective internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares, may be materially and adversely affected.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-called reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions, and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely and your investment in our stock could be rendered worthless.

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in China where substantially all of our operations and business are located have conducted any due diligence on our operations or reviewed or cleared any of our disclosures.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily in the United States, however, substantially all of our operations are located in China. Since substantially all of our operations and business take place in China, it may be more difficult for the Staff of the SEC to overcome the geographic and cultural obstacles that are present when reviewing our disclosures. These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore, our SEC reports and other disclosures and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review of China Securities Regulatory Commission, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any due diligence on our company and with the understanding that none of our SEC reports, other filings or any of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator.

Our auditors, based in Beijing, China, like other independent registered public accounting firms operating in China and to the extent their audit clients have operations in China, is not permitted to be subject to full inspection by the Public Company Accounting Oversight Board and, as such, you may be deprived of the benefits of such inspection.

Our independent registered public accounting firms that issued the audit reports included in our annual reports filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United States), or PCAOB, are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards.

However, our operations are solely located in the PRC, a jurisdiction where PCAOB is currently unable to conduct inspections without the approval of the PRC authorities. Our independent registered public accounting firm, like others operating in China, is currently not subject to inspection conducted by the PCAOB. Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct full inspections of auditors operating in China makes it more difficult to evaluate our auditors’ audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

Proceedings instituted by the SEC against five PRC-based accounting firms could result in financial statements being determined to be not in compliance with the requirements of the Securities Exchange Act of 1934.

In December 2012, the SEC instituted proceedings under Rule 102(e)(1)(iii) of the SEC’s Rules of Practice against five PRC-based accounting firms, alleging that these firms had violated U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’ work papers related to their audits of certain PRC-based companies that are publicly traded in the United States. Rule 102(e)(1)(iii) grants to the SEC the authority to deny to any person, temporarily or permanently, the ability to practice before the SEC who is found by the SEC, after notice and opportunity for a hearing, to have willfully violated, or willfully aided and abetted the violation of, any such laws or rules and regulations. On January 22, 2014, an initial administrative law decision was issued, sanctioning four of these accounting firms and suspending them from practicing before the SEC for a period of six months. The sanction will not take effect until there is an order of effectiveness issued by the SEC. In February 2014, four of these PRC-based accounting firms filed a petition for review of the initial decision. In February 2015, each of these four accounting firms agreed to a censure and to pay fine to the SEC to settle the dispute with the SEC. The settlement stays the current proceeding for four years, during which time the firms are required to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. If a firm does not follow the procedures, the SEC would impose penalties such as suspensions, or commence a new, expedited administrative proceeding against the non-compliant firm or it could restart the administrative proceeding against all four firms.

While these issues raised by the proceedings are not specific to our auditor or to us, they potentially affect equally all PCAOB-registered audit firms based in China and all businesses based in China (or with substantial operations in China) with securities listed in the United States. Depending upon the final outcome, public companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which may result in SEC’s revocation of the registration of their shares under the Exchange Act. Such a determinate would cause the immediate delisting of our Common Stock from the NASDAQ Stock Market, and the effective termination of the trading market for our securities in the United States, which would likely have a significant adverse effect on the value of our securities. Moreover, although our independent registered public accounting firm was not named as a defendant in the above SEC administrative proceedings, any negative news about the proceedings against these audit firms may erode investor confidence in China-based, US public companies, including us, and the market price of our shares may be adversely affected.

RISKS RELATED TO DOING BUSINESS IN CHINA

Changes in the economic and political policies of the PRC government could have a material and adverse effect on our business and operations.

We conduct substantially all our business operations in China. Accordingly, our results of operations, financial condition and prospects are significantly dependent on economic and political developments in China. China’s economy differs from the economies of developed countries in many aspects, including the level of development, growth rate and degree of government control over foreign exchange and allocation of resources. While China’s economy has experienced significant growth in the past 30 years, the growth has been uneven across different regions and periods and among various economic sectors in China. We cannot assure you that China’s economy will continue to grow, or that if there is growth, such growth will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on its business and results of operations.

The PRC government exercises significant control over China’s economic growth through the allocation of resources, control over payment of foreign currency-denominated obligations, implementation of monetary policy, and preferential treatment of particular industries or companies. Certain measures adopted by the PRC government may restrict loans to certain industries, such as changes in the statutory deposit reserve ratio and lending guidelines for commercial banks by the People’s Bank of China, or PBOC. These current and future government actions could materially affect our liquidity, access to capital, and ability to operate our business.

The global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went into recession. Since 2012, growth of the Chinese economy has slowed down. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, any stimulus measures designed to boost the Chinese economy, may contribute to higher inflation, which could adversely affect our results of operations and financial condition.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries. Our operating subsidiary in China is subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises, or FIEs. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference, but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties for you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Moreover, most of our executive officers and directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiary.

The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

We rely on dividends and other distributions on equity paid by our subsidiary for our cash needs.

We are a holding company, and we conduct all of our operations through our subsidiaries. We rely on dividends and other distributions on equity paid by our subsidiaries for our cash needs, including the funds necessary to pay dividends and other cash distributions to our stockholders, to service any debt we may incur and to pay our operating expenses. Current regulations in the PRC permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. According to the articles of association of our PRC subsidiary, it is required to set aside at least 10% of its after-tax profit based on the PRC accounting standards and regulations each year to its statutory general reserve, until the balance in the reserve reaches 50% of the registered capital of the company. Funds in the reserve are not distributable to us in forms of cash dividends, loans or advances. In addition, if our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us, which in turn will adversely affect our available cash. Any limitations on the ability of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Restrictions on currency exchange may limit our ability to receive and use our sales revenue effectively.

The majority of our sales will be settled in RMB and U.S. dollars, and any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB in the future.

In addition, the Notice of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, issued by the PRC State Administration of Foreign Exchange (“SAFE”), and effective as of August 29, 2008 (“Circular 142”), regulates the conversion by foreign-invested enterprises of foreign currency into RMB by restricting how the converted RMB may be used. Circular 142 requires that RMB converted from the foreign currency-dominated capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the relevant government authority and may not be used to make equity investments in PRC, unless specifically provided otherwise. SAFE further strengthened its oversight over the flow and use of RMB funds converted from the foreign currency-dominated capital of a foreign-invested enterprise. The use of such RMB may not be changed without approval from SAFE, and may not be used to repay RMB loans if the proceeds of such loans have not yet been used. Any violation of Circular 142 may result in severe penalties, including substantial fines.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our securities will be indirectly affected by the foreign exchange rate between the U.S. dollar and RMB and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars, as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Since July 2005, the RMB has no longer been pegged to the U.S. dollar. However, the PBOC regularly intervenes in the foreign exchange market to limit fluctuations in RMB exchange rates and achieve policy goals. Following the removal of the U.S. dollar peg, the RMB appreciated more than 20% against the U.S. dollar over the following three years. From July 2008 to June 2010, the RMB traded within a narrow range against the U.S. dollar. On April 16, 2012, the PBOC announced a policy to expand the maximum daily floating range of RMB trading prices against the U.S. dollar in the inter-bank spot foreign exchange market from 0.5% to 1%. On March 17, 2014, the People’s Bank of China announced a policy to further expand the maximum daily floating range of RMB trading prices against the U.S. dollar in the inter-bank spot foreign exchange market to 2%. In the long term, the RMB may appreciate or depreciate more significantly in value against the U.S. dollar or other foreign currencies, depending on the market supply and demand with reference to a basket of currencies.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

Failure to comply with PRC regulations relating to the investment in offshore special purpose companies by PRC residents may subject our PRC resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us.

On July 14, 2014, SAFE issued the Circular on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (“Circular 37”), which replaced the Circular 75, promulgated by SAFE on October 21, 2005. Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in Circular 37 as a “special purpose vehicle.”

We have notified substantial beneficial owners of our company who we know are PRC residents to comply with the registration obligation. However, we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do not have control over our beneficial owners and cannot assure you that all of our PRC resident beneficial owners will comply with Circular 37. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to Circular 37 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in Circular 37 may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register or amend the registration may also limit our ability to contribute additional capital to our PRC subsidiaries or receive dividends or other distributions from our PRC subsidiaries or other proceeds from disposal of our PRC subsidiaries, or we may be penalized by SAFE. These risks may have a material adverse effect on our business, financial condition and results of operations.

The M&A Rule establishes more complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, promulgated the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The M&A Rule establishes additional procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the PRC Ministry of Commerce be notified in advance of any change-of-control transaction and in some situations, require approval of the PRC Ministry of Commerce when a foreign investor takes control of a Chinese domestic enterprise. The regulations prohibit a transaction at an acquisition price obviously lower than the appraised value of the PRC business or assets and in certain transaction structures, require that consideration must be paid within defined periods, generally not in excess of a year. The regulation also limits our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction structures involving trusts, nominees and similar entities are prohibited. Government approvals will have expiration dates by which a transaction must be completed and reported to the government agencies. In the future, we may grow our business in part by acquiring complementary businesses, although we do not have any plans to do so at this time. The M&A Rule also requires PRC Ministry of Commerce anti-trust review of any change-of-control transactions involving certain types of foreign acquirers. On February 3, 2011, the Circular on Establishing the Security Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors was promulgated by the General Office of the State Council, which went into effect on March 4, 2011. On August 25, 2011, the Ministry of Commerce issued the corresponding implementation rules. According to these rules, a foreign investor’s acquisitions of Chinese companies in the fields of military, important agricultural products, energy and resources, infrastructure, transport service, key technology and major equipment manufacturing, and other restricted fields requires security review by a ministerial panel established and governed under the direction of the State Council and led by the National Development and Reform Commission and Ministry of Commerce. Complying with the requirements of the M&A Rule to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the PRC Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.

All of our current operations are conducted in China. Moreover, all of our current directors and officers are nationals or residents of China. All or a substantial portion of the assets of these persons are located outside the United States and in the PRC. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon these persons. In addition, uncertainty exists as to whether the courts of China would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China against us or such persons predicated upon the securities laws of the United States or any state thereof.

Under the Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

On March 16, 2007, the National People’s Congress of China passed a new Enterprise Income Tax Law, or the EIT Law, and on November 28, 2007, the State Council of China passed its implementing rules, which took effect on January 1, 2008. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the EIT Law and its implementation non-Chinese enterprise or group controlled offshore entities. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise incorporated by a Chinese natural person. Nor are detailed measures on imposition of tax from non-domestically incorporated resident enterprises are available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

We may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC stockholders from transferring our shares.

Heightened scrutiny of acquisition transactions by PRC tax authorities may have a negative impact on Chinese company’s business operations and its acquisition strategy.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, effective on January 1, 2008, and the Announcement on Several Issues Related to Enterprise Income Tax for Indirect Asset Transfer by Non-PRC Resident Enterprises , or SAT Announcement 7, effective on February 3, 2015, issued by the SAT, if a non-resident enterprise transfers the equity interests of or similar rights or interests in overseas companies which directly or indirectly own PRC taxable assets through an arrangement without a reasonable commercial purpose, but rather to avoid PRC corporate income tax, the transaction will be re-characterized and treated as a direct transfer of PRC taxable assets subject to PRC corporate income tax. SAT Announcement 7 specifies certain factors that should be considered in determining whether an indirect transfer has a reasonable commercial purpose. However, as SAT Announcement 7 is newly issued, there is uncertainty as to the application of SAT Announcement 7 and the interpretation of the term “reasonable commercial purpose.”

Under SAT Announcement 7, the entity which has the obligation to pay the consideration for the transfer to the transferring shareholders has the obligation to withhold any PRC corporate income tax that is due. If the transferring shareholders do not pay corporate income tax that is due for a transfer and the entity which has the obligation to pay the consideration does not withhold the tax due, the PRC tax authorities may impose a penalty on the entity that so fails to withhold, which may be relieved or exempted from the withholding obligation and any resulting penalty under certain circumstances if it reports such transfer to the PRC tax authorities.

Although SAT Announcement 7 is generally effective as of February 3, 2015, it also applies to cases where the PRC tax treatment of a transaction that took place prior to its effectiveness has not yet been finally settled. As a result, SAT Announcement 7 could be determined by PRC tax authorities to be applicable to the historical reorganization, and it is possible that these transactions could be determined by PRC tax authorities to lack a reasonable commercial purpose. As a result, the transfer of shares by certain shareholders to other parties could be subject to corporate income tax of up to 10% on capital gains generated from such transfers, and PRC tax authorities could impose tax obligations on the transferring shareholders or subject us to penalty if the transferring shareholders do not pay such obligations and withhold such tax.

SAT Announcement 7 and its interpretation by relevant PRC authorities clarify that an exemption provided by SAT Circular 698 for transfers of shares in a publicly-traded entity that is listed overseas is available if the purchase of the shares and the sale of the shares both take place in open-market transactions. However, if a shareholder of an entity that is listed overseas purchases shares in the open market and sells them in a private transaction, or vice-versa, PRC tax authorities might deem such a transfer to be subject to SAT Circular 698 and SAT Announcement 7, which could subject such shareholder to additional reporting obligations or tax burdens. Accordingly, if a holder of the Company’s common stock purchases such common stock in the open market and sells them in a private transaction, or vice-versa, and fails to comply with SAT Circular 698 or SAT Announcement 7, the PRC tax authorities may take actions, including requesting to provide assistance for their investigation or impose a penalty on it, which could have a negative impact on the company’s business operations.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, have agreements with third parties, and make most of our sales in China. The PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents, or distributors of our subsidiaries, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our subsidiaries may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our subsidiaries liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

RISKS RELATED TO OUR COMMON STOCK

Our common stock is quoted on the OTC Market which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTC Market. The OTC Market is a significantly more limited market than the New York Stock Exchange or Nasdaq system. The quotation of our shares on the OTC Market may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly.

There are numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

● actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; ● changes in financial estimates by us or by any securities analysts who might cover our shares; ● speculation about our business in the press or the investment community; ● significant developments relating to our relationships with our clients; ● stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the our industries; ● investor perceptions of the our industry in general and our company in particular; ● the operating and stock performance of comparable companies; ● general economic conditions and trends; ● major catastrophic events; ● announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures; ● changes in accounting standards, policies, guidance, interpretation or principles; ● loss of external funding sources; ● sales of our shares, including sales by our directors, officers or significant shareholders; and ● additions or departures of key personnel.

Securities class action litigation is often instituted against companies following periods of volatility in their share price. This type of litigation could result in substantial costs to us and divert our management’s attention and resources. Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to operating performance of particular companies. For example, in July 2008, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations may adversely affect the price of our shares and other interests in our company at a time when you want to sell your interest in us.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and as a result, we may become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). These rules require, among other things, that any broker engaging in a purchase or sale of our securities provide its customers with: (i) a risk disclosure document, (ii) disclosure of market quotations, if any, (iii) disclosure of the compensation of the broker and its salespersons in the transaction and (iv) monthly account statements showing the market values of our securities held in the customer’s accounts. A broker would be required to provide the bid and offer quotations and compensation information before effecting the transaction. This information must be contained on the customer’s confirmation. Generally, brokers are less willing to effect transactions in penny stocks due to these additional delivery requirements. These requirements may make it more difficult for shareholders to purchase or sell our shares.

Our holding company structure may limit the payment of dividends to our stockholders.

We have no direct business operations, other than our ownership of our subsidiaries. While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of RMB into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.

Chinese regulations currently permit the payment of dividends only out of accumulated profits as determined in accordance with Chinese accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their after tax profits according to Chinese accounting standards and regulations to fund certain reserve funds. Currently, our subsidiaries in China are the only sources of revenues or investment holdings for the payment of dividends. If they do not accumulate sufficient profits under Chinese accounting standards and regulations to first fund certain reserve funds as required by Chinese accounting standards, we will be unable to pay any dividends.

Our major shareholders, collectively, own approximately 95.88% of our outstanding common stock and may be able to control our management and affairs.

Due to the controlling amount of their share ownership in our Company, the controlling shareholders have a significant influence in determining the outcome of all corporate transactions, including the election of directors and approval of significant corporate transactions, such as mergers, consolidation, and sale of all or substantially all of our assets. Their interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, even if such a change of control would benefit our stockholders.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (3,000,000,000) but unissued (1,854,000,000) shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders may further dilute common stock book value, and that dilution may be material.

We do not have a majority of independent directors on our Board and the Company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence and audit committee oversight. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so.

Our Board of Directors is comprised of three individuals, all of whom are also our officers. As a result, we do not have independent directors on our Board of Directors.

We have not adopted corporate governance measures such as an audit or other independent committee of our board of directors, as we presently do not have independent directors on our board. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committee of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct.

For example, at present in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages or employment contracts to our senior officers are made by a majority of directors who have an interest in the outcome of the matters being decided. However, as a general rule, the board of directors, in making its decisions, determines first that the terms of such transaction are no less favorable to us that those that would be available to us with respect to such a transaction from unaffiliated third parties. The company executes the transaction between executive officers and the company once it was approved by the Board of Directors.

Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

We are subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as fully reporting company.

Pursuant to Section 15(d), we are required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. However, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities.

ITEM 1B.	UNRESOLVED STAFF COMMENTS.

Not applicable.

2011

ITEM 2.	PROPERTIES.

Our principal place of business and corporate offices are located at Suite ~~2603~~2501A, 2625/F, ~~COFCO~~Skyline Tower, ~~262~~39 ~~Gloucester~~Wang Kwong Road, ~~Causeway~~Kowloon Bay, Hong Kong comprising an aggregate of approximately 54,~~382~~134 square feet, under a 2-year lease that expires in December 2018 and provides for monthly lease payments of $14,590 (fiscal year 2017 exchange rate).

WeOur ~~are~~subsidiary ~~occupying~~company ~~our~~AACCL ~~offices~~leased ~~under~~ a ~~15-month~~place ~~lease~~of ~~that~~890 ~~expires~~square meter in ~~January~~China ~~2018~~as office facilities to house their administrative, marketing, and ~~provides~~engineering ~~for~~and ~~monthly~~professional ~~lease~~services ~~payments~~which ofcost $128,~~290~~782 (fiscal year ~~2016~~2017 exchange rate) per month. We believe our facilities and equipment to be in good condition and reasonably suited and adequate for our current needs.

Our subsidiary company AACCL leased a place of 6,544 square feet in China as office facilities to house their administrative, marketing, and engineering and professional services which cost $18,248 (fiscal year 2016 exchange rate) per month. We believe our facilities and equipment to be in good condition and reasonably suited and adequate for our current needs.

ITEM 3.	LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, anindividually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

2112

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted on OTC Market under the symbol “AEEX”.

The following table sets forth the quarterly high and low sales prices of a share of our common stock as reported by on Yahoo.com. for the periods indicated. These prices do not include retail markup, markdown or commission and may not represent actual transactions.

	Closing Prices(1)
	High		Low
Year Ended December 31, 2017
First Quarter	$	13.00	$	8.00
Second Quarter	$	15.60	$	7.50
Third Quarter	$	14.90	$	6.57
Fourth Quarter	$	7.87	$	5.23
Year Ended December 31, 2016
First Quarter	$	662.2000	$	450.9900
Second Quarter	$	558.8000	$	05.~~5002~~00
Third Quarter	$	218.90	$	04.~~4999~~99
Fourth Quarter	$	220.540	$	07.~~625~~50
Period Ended December 31, 2015
First Quarter	$	0.0025	$	0.0025
Second Quarter	$	0.0025	$	0.0025
Third Quarter	$	0.010	$	0.010
Fourth Quarter	$	9.00	$	0.010

(1) The above table sets forth the range of high and low closing prices per share of our common stock as reported by OTC Markets for the periods indicated, giving retrospective effect of the 1 for 10 reverse stock split effected on July 21, 2017.

Reverse Stock Split

The Reverse Stock Split does not have any effect on the stated par value of the Common Stock. The Reverse Stock Split does not affect the Company’s authorized preferred stock. There are no outstanding shares of the Company’s preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 1,000,000 shares will remain unchanged. Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged except for minor changes and adjustments resulting from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock are substantially unaffected by the Reverse Stock Split.

Approximate Number of Holders of Our Common Stock

As of March 2427, ~~2017~~2018, there were ~~approximately~~148 ~~140~~ holders of record of our common stock, which does not include the number of stockholders ~~holding~~ holding shares of our common stock in “street name”.

Dividend Policy

We have never declared or paid any cash dividends, ~~nor~~on doour common stock. We anticipate that we ~~have~~will retain any ~~present~~earnings ~~plan~~to support operations and to ~~pay~~finance ~~any~~the ~~cash~~growth ~~dividends~~and ondevelopment of our ~~common~~business. ~~stock~~Therefore, we do not expect to pay cash dividends in the foreseeable future. WeAny ~~currently~~future ~~intend~~determination relating to ~~retain~~our ~~most,~~dividend ifpolicy ~~not~~will ~~all,~~be made at the discretion of our ~~available~~Board ~~funds~~of Directors and ~~any~~will depend on a number of factors, including future earnings, tocapital ~~operate~~requirements, financial conditions and future prospects and ~~expand~~other factors the Board of Directors may deem relevant. Payments of dividends by Asia America Consultants (Shenzhen) Co., Ltd. (“AACCL”) to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.

Our board of directors has discretion on whether to pay dividends unless the distribution would render us unable to repay our debts as they become due, as provided in Chapter 78.288 of the Nevada Revised Statutes. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Securities Authorized for Issuance Under Equity Compensation Plans.”

Recent Sales of Unregistered Securities

WeOn ~~have~~November ~~not~~21, ~~sold~~2017, ~~any~~pursuant ~~equity~~to ~~securities~~a ~~during~~subscription ~~the~~agreement ~~2016~~between ~~fiscal~~the ~~year~~Company ~~that~~and ~~were~~an ~~not~~investor, ~~previously~~the ~~disclosed~~Company insold a4,300,000 ~~quarterly~~shares of ~~report~~common onstock, ~~Form 10-Q~~for or a ~~current~~price ~~report~~of on$3.50 ~~Form~~per ~~8-K~~share, ~~that~~for ~~was~~an ~~filed~~aggregate ~~during~~purchase ~~the~~price ~~2016~~of ~~fiscal year~~$15,050,000.

~~Purchases~~The ofabove ~~Equity~~issuances ~~Securities~~were made pursuant to the exemption from registration contained in Regulation S promulgated under the Securities Act.

No repurchases of our common stock were made during the fiscal year of 2016.

ITEM 6.	SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. See “Special Note Regarding Forward Looking Statements” above for certain information concerning those forward looking statements. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Overview

We ~~are~~derived aour ~~holding~~revenue ~~company~~from ~~that~~offering ~~only~~various ~~operates~~consulting ~~through~~services to our ~~indirectly~~customers ~~owned~~through ~~Chinese subsidiary. Through~~ our ~~Chinese subsidiary, we offer an~~ international equity assistance and information service platform designed to provide member registration services, equity investment financing information to enterprises in Asia, mainly in China. Currently 3459 companies are registered with us, and additional 36 31 companies are in the process of ~~preparing the necessary documents for~~ registration with us. All companies currently registered with us are located in China, as are the additional companies in the process.

Results of Operations

The following table sets forth key components of our results of operations for the years ~~indicated,~~ended ~~both~~December in31, ~~dollars~~2017 and ~~as a percentage of our revenue.~~2016:

	Transition Period Ended			Years Ended December 31,						Change
	For the Years Ended December 31,
	December 31, 2015			2015			2016			$			%
	2017			2016			Variances			% of variance
Revenues	$	-		$	-		$	563,363			563,363			100
Revenue	$	2,889,222		$	565,413		$	2,323,809			411	%
Cost of sales		-			-			362,081			362,081			100
Operating expenses								-
Gross profit		-			-			201,282			201,282			100
Selling expenses		412,014			439,664			(27,650	)		-6	%
General and administrative expenses		-1,026,905			24592,~~246~~982			~~405~~433,~~348~~923			~~381102~~73	%		~~1572~~
Profession fee		4,884			20,189			49,478			29289			145
Total Operating Expenses		1,438,919			1,032,646			406,273			39	%
Total other expense		-			-			2,399			2399			100
Income (loss) from operations		1,450,303			(467,233	)		1,917,536			-410	%
(Loss) profit before income taxes		(4,884	)		(44,435	)		(255,493	)		(211,058	)		476
Other income (expense)
Other Income (Expense)		-			-			153			153			100
Interest income		86,357			73			86,284			118197	%
Other Expense								11			11			100
Foreign exchange gain (loss)		247,976			(560	)		248,535			-44381	%
Income tax credit		-			-			-			-			-
Other expense		(13,566	)		(1,996	)		(11,570	)		580	%
Net (loss) profit		(4,884	)		(44,435	)		(255,801	)		(211,366	)		476
Total other income (expense), net		320,767			(2,483	)		323,249			-13019	%
Income (loss) before income taxes		1,771,070			(469,716	)		2,240,786			-477	%
Provision for income taxes		360,010			-			360,010			100	%
Net income (loss)	$	1,411,060		$	(469,716	)	$	1,880,776			-400	%

23Revenues. Our revenue increased by $2,323,809 or 411% from $565,413 for the year ended December 31, 2016 to $2,889,222 for the year ended December 31, 2017, primarily due to increased public-listing related consulting services provided to customers during 2017. In 2016, we only provided such consulting services to one customer for pre-listing knowledge education and tutoring, due diligence, market information analysis and business plan draft. In contrast, we provided more extended consulting services to three customers in 2017, including but not limited to due diligence, market information collection and analysis, business plan, pre-listing education and tutoring, legal structure re-organization advisory services, shell company identification and recommendation, auditing and legal firm recommendation, investor referral and pre-listing financing coordination as well as many follow-up services. Through such comprehensive consulting services provided to customers, we enhanced public awareness of our service platform and developed more members and potential customers in 2017. Our revenue increased accordingly as we completed the services.

~~Revenues.~~Selling expenses. Our ~~company~~selling ~~has~~expense ~~generated~~slightly decreased by $~~563~~27,~~363~~650 ~~and~~or 6% from $~~nil~~439,664 ~~revenues~~in ~~for~~2016 to $412,014 in 2017. The decrease in our selling expense was primarily because we reduced outsourcing some of the ~~year~~services ~~ended~~to ~~December~~our 31business partners when we hired more qualified competent employees in 2017, ~~2016~~which ~~and~~enabled ~~2015~~us to bring certain service rendering in house. . During 2017, ~~respectively~~in response to our rapid market and customer development, ~~from~~we hired more employees and internally established four excellent service teams including the ~~provision~~commerce, media, technology and legal department. Number of ~~consultancy~~employees in these departments increased from 2 employees in 2016 to 26 employees in 2017. As a result, some previously outsourced services can be performed in-house ~~investment~~in ~~and~~2017 ~~corporate~~to ~~management~~help us lower down related costs.

~~We generated no revenues for the transitional period from October 31, 2015 to December 31, 2015.~~15

~~Cost~~General ofand ~~sales~~administrative expenses. ~~Cost~~General ofand ~~sales~~administrative expenses increased toby $~~362~~433,~~081~~923 ~~for~~or ~~the~~73%, ~~year~~from ~~ended December 31~~$592,982 in 2016 to $1,026,905 asin ~~compared~~2017. The increase in our general and administrative expense in 2017 was largely due to ~~$nil~~increased ~~for~~audit ~~fiscal~~and ~~year~~accounting ~~ended~~fees ~~December~~by 31$198,645 ~~2015,~~when anwe ~~increase~~switched ofthe ~~$362,081~~small orauditing ~~100%~~firm to a larger U.S ~~Included~~based accounting firm, increased in ~~cost~~salary ofexpense ~~sales~~by $67,907 ~~were~~due ~~information~~to ~~collection~~increased administrative staff, and ~~analysis~~increased ~~of overseas~~office ~~capital~~lease ~~market~~expense by $235,638 ~~selection~~due ofto ~~third~~larger ~~party~~office ~~for~~space ~~cooperation,~~leased to ~~and~~meet ~~survey~~our ~~services~~business ofexpansion ~~employment~~demand.

WeInterest ~~did~~income: ~~not~~Our ~~incur~~interest ~~any~~income ~~cost~~increased ofby ~~sales~~$86,284 ~~for~~from ~~the~~only ~~transitional~~$73 ~~period~~in 2016 to $86,357 in 2017. In November 2017, we purchased a wealth management product from ~~October~~China 31Construction Bank. The investment bears an interest of 4.8% per annum. The related interest income of $78,987 ~~2015~~has been accrued in 2017. In addition, from September to December 312017, ~~2015~~we advanced one year short-term loans of $2,295,000 (RMB 15 million) to a former customer Shenzhen Shangyuan Electronic Business Development Co., Ltd. (“Shangyuan”) for working capital. Among the RMB 15 million loan, RMB 5 million is non-interest bearing and the remaining RMB 10 million are interest-bearing loans with interest rate of 5% per annum. Related interest income of $6,350 has been accrued in 2017. These factors led to our increased interest income for 2017.

~~Gross~~Foreign ~~profit.~~exchange ~~Gross~~gain ~~profit~~(loss): ~~for~~Foreign ~~the~~currency ~~year~~exchange ~~ended~~gain ~~December~~increased ~~31,~~by ~~2016 was~~ $~~201~~248,~~282,~~535 orwhen ~~36%~~comparing of2017 ~~revenues as compared~~ to a2016. ~~gross~~We ~~profit~~have operations ofin ~~$nil~~the Samoa, ~~for~~Hong Kong and the ~~fiscal~~PRC, ~~year~~and ~~2015.The~~our ~~Company’s~~receipts ~~original~~and ~~business~~payments ~~plan~~are ~~was~~mostly toin ~~manufacture~~currencies ~~low~~other ~~cost~~than ~~GPS~~our ~~tracking~~reporting ~~devices~~currency ~~and~~of ~~software~~U.S. ~~However~~Dollars. ~~this~~Our ~~business~~financial ~~was~~income ~~not~~(expenses) ~~successful~~for ~~and~~ the ~~Company~~years ~~had~~ended noDecember ~~revenues~~31, ~~generated~~2017 ~~from~~and ~~its~~2016 ~~business~~primarily ~~until~~reflects itthe ~~start~~foreign ~~new~~currency ~~business~~transaction ~~such~~income asor ~~offer~~loss anexpressed ~~international~~in ~~equity~~U.S. ~~assistance~~Dollars. ~~and~~We ~~information~~provide ~~service~~various ~~platform~~consulting ~~designed~~services to ~~provide~~customers ~~member~~and ~~registration~~received ~~services,~~the ~~equity~~customer ~~investment~~payment ~~financing~~in ~~information~~currencies toother ~~enterprises~~than USD. The foreign currency exchange gain was mainly the result of the favorable USD against RMB in ~~Asia~~fiscal 2017.

~~There~~Provision ~~was~~for noincome ~~gross~~taxes. ~~profit~~Our ~~for~~income ~~the~~tax ~~transitional~~expense ~~period~~increased ~~from~~by ~~October~~$360,010 31when comparing 2017 to 2016, ~~2015~~primarily due to ~~December~~increased revenue ~~31,~~and ~~2015~~taxable income in 2017.

~~General~~Net ~~and~~income ~~administrative expenses~~(loss). ~~General~~As ~~and~~a ~~administrative~~result ~~expenses~~of ~~increased~~the ~~to $405~~foregoing,~~348~~ ~~for~~we ~~the~~reported ~~year~~a ~~ended~~net ~~December~~income ~~31, 2016,~~of ~~as compared to~~ $241,~~246~~411,060 for the fiscal year ~~2015.The~~ended ~~increase~~December 31, ~~was~~2017, ~~mainly~~compared ~~because~~to wea ~~rent~~net ~~two~~loss ~~offices~~of ~~both~~$469,716 infor ~~Shenzhen~~the ~~and~~fiscal ~~Hong Kong~~year ~~which~~ended ~~contained~~December ~~$195~~31,~~600~~ ~~of rental fee~~2016.

For the transition period from October 1, 2015 to December 31, 2015, we incurred professional fees of $4,884.

Income tax credit. No income tax expense was incurred for each of the fiscal years 2016, 2015 and the transition period from October 1, 2015 to December 31, 2015.

Net (loss) profit. As a result of the foregoing, we had a net loss of $255,801 for the fiscal year ended December 31, 2016, compared to a net loss of $44,435 for the fiscal year ended December 31, 2015.

We had a net loss of $4,884 for the transition period from October 1, 2015 to December 31, 2015.

Plan of Operation

InConsistent ~~2017~~with prior years, we plan to enroll ~~200 or~~ more qualified businesses in mainland China, ~~and~~as inwell ~~ten~~as other Asian countries into ~~Asia.~~be Welisted in ~~will~~our ~~cooperate with~~website ~~these~~www.asiaotcmarkets.com ~~authorized~~for ~~institutions~~equity infinancing. ~~various~~This ~~commercial~~is ~~roadshows~~achieved toby ~~expand~~cooperating ~~our~~with ~~influence~~authorized atinstitutions ~~home~~in commercial roadshows and ~~abroad,~~seeking support and ~~will~~assistance ~~establish contacts~~from ~~with~~local governments at all levels ~~to elicit their support and assistance~~. Our ultimate aim in ~~2017~~2018 is to ~~enroll~~achieve ~~1000~~a ~~companies~~double-digit togrowth bein ~~listed~~the ~~on our website www~~business.~~asiaotcmarkets.com for equity financing.~~

Liquidity and Capital Resources

~~There is~~As ~~limited~~of ~~historical~~December ~~financial~~31, ~~information~~2017, ~~about~~we ushad on$512,729 ~~which~~cash and tocash ~~base~~equivalents ancompared ~~evaluation~~to $55,371 as of ~~our~~December ~~performance~~31, 2016. We ~~cannot~~also ~~guarantee~~had we$994,500 accounts receivable from one customer ~~will~~who behas ~~successful~~completed inits ~~our~~reverse ~~business~~merger ~~operations~~transaction with our help. ~~Our~~We ~~business~~believe iswe ~~subject~~can tocollect ~~risks~~this ~~inherent~~balance in the ~~establishment~~short ofterm. aIn ~~new business enterprise~~addition, in ~~including~~November ~~limited~~2017, ~~capital~~we ~~resources,~~completed a ~~narrow~~private ~~client~~placement ~~base,~~transaction ~~limited~~and ~~sources~~sold 4.3 million shares of ~~revenue,~~our ~~and~~common ~~possible~~stock ~~cost~~to ~~overruns~~an investor ~~due~~for cash of $15.3 million. We used the issuance proceeds received from the private placement to purchase a wealth management investment product with China Construction Bank. Once it matures on May 20, 2018, it will be released from the ~~price~~investment account and ~~cost~~become available ~~increases~~for use in ~~supplies~~our operation as working capital if necessary. As of December 31, 2017, we also have deferred revenue of $2.3 million derived from customer deposits for our membership and consulting services. Such amount will be recognized as revenue as our consulting services are gradually provided, which will increase our operating cash flows in the near future.

WeBased ~~have~~on ~~been,~~our ~~and~~current ~~intend~~business todevelopment ~~continue, working toward identifying~~ and ~~obtaining~~expansion ~~new~~plan, ~~sources of financing. To date~~ we ~~have~~are ~~been~~expecting ~~dependent on~~to ~~related~~generate ~~parties~~additional ~~for~~cash ~~our~~flows ~~source of funding. No assurances can be given that we will be successful~~ in ~~obtaining additional financing in~~ the ~~future.~~near ~~Any~~ future ~~financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing~~ orfrom ~~other~~attracting ~~financing~~more ofnew ~~securities~~customers ~~senior to common stock that we are able to obtain will likely include financial~~ and ~~other~~expanding ~~covenants that will restrict~~ our ~~flexibility.~~revenue ~~Any~~through ~~failure to comply with these covenants would have a negative impact on~~ our ~~business,~~service ~~prospects, financial condition, results of operations and cash flows~~platform.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts.16

24As of December 31, 2017, we had positive working capital of $15.9 million. We have historically funded our working capital needs from operations, advance payments from customers, related-party loans and equity financing. Our working capital requirements are influenced by the level of our operations, the numerical volume and dollar value of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections. We believe that our current cash and cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital for the next 12 months. We may, however, require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. Our ability to maintain sufficient liquidity depends partially on our ability to achieve anticipated levels of revenue, while continuing to control costs. We continue to seek favorable additional financing to meet our capital requirements to fund our operations and growth plans in the ordinary course of business.

Currently we spend approximately $38,101 per month for basic operations. During the next 12 months, we expect to incur the same costs as the current monthly expenses. However, as we work to expand our client base, we expect to incur significant operation expenses will increase to meet increased demand. We will also need to hire additional employees in order to accommodate new clients.

The following table sets forth a summary of our cash flows for the periods indicated:

	Transition Period Ended December 31,			Years Ended December 31,
	For the years ended December 31,
	2015			2015			2016
	2017			2016
Net cash used in operating activities	$	-		$	(39,412	)	$	(6,173	)
Net cash provided by (used in) operating activities	$	2,811,028		$	(271,784	)
Net cash used in investing activities		-			-			61,533
Net cash provided by (used in) investing activities	$	(17,324,729	)	$	(28,078	)
Net cash provided by financing activities	$	-15,209,536		$	23352,~~832~~158			-
Effect of exchange rate changes on cash and cash equivalents		-			-			-
Net increase in cash and cash equivalents	$	457,358		$	33,013
Net (decrease) increase in cash and cash equivalents		-			(15,579	)		55,360
Cash and cash equivalents at the beginning of year	$	55,371		$	22,358
Cash and cash equivalents at beginning of the year/period		-			15,579			-
Cash and cash equivalents at the end of year	$	512,729		$	55,371
Cash and cash equivalents at end of the year/period	$	-		$	-		$	55,360

Operating Activities

~~During~~Net ~~the~~cash ~~fiscal~~provided by operating activities amounted to $2,811,028 for the year ended December 31, ~~2016~~2017, including net income of $1,411,060 generated from provided member registration and various public-listing related consulting services to our customers. In addition, our accounts receivable increased by $962,650 representing a balance due from one of our customers which we believe we can collect in full in the near future. Our deferred revenue also increased by $2,242,678 because we received cash deposits from customers for our member registration and listing consulting services that have not been rendered completely as of the balance sheet date. Our taxes payable also increased by $~~560~~459,~~492~~454 due to our increased taxable income in 2017. The overall increase in our cash flow from operating activities reflected the above combined factors.

~~During~~Net ~~the~~cash ~~fiscal~~used ~~year ended December 31, 2016, we received $501,576~~ in ~~cash from other~~ operating activities ~~compared~~amounted to ~~cash received of~~ $31271,~~715~~784 for the year ~~end~~ended December 31, ~~2015~~2016, ~~and~~including our net operating loss of $4469,~~884~~716 ~~for~~adjusted ~~the~~by ~~transition~~an ~~period~~increase ~~between~~in ~~October~~other 1,payable ~~2015~~and toaccrued ~~December~~expense ~~31,~~by ~~2015~~$176,163.

During the fiscal year ended December 31, 2016, we used $361,792 for business services, $80166 for salary and $5,003 for varies fees of government. During the fiscal year ended December 31, 2016, we used $621,280 for other operation activities compared to $71,127 for the year end December 31, 2015 and $4,884 for the transition period between October 1, 2015 to December 31, 2015.

During the fiscal year ended December 31, 2016, our company had a net loss from operations of $6,173 compared to $39,412 for the year end December 31, 2015.

Investing Activities

~~During~~Net ~~the~~cash ~~fiscal~~used in investing activities amounted to $17,324,729 for the year ended December 31, ~~2016~~2017, weincluding ~~received~~purchases of property and equipment of $6359,~~696~~638 ~~from~~as ~~investing~~we ~~activities~~leased larger office space and ~~spent~~hired more employees to meet our business expansion, an increase in loans receivable of $2,~~162~~221,500 ~~for~~because ~~purchased~~we ~~fixed~~advanced ~~assets~~RMB 15 million loans to a third-party to generate interest income at an interest rate of 5%, and ~~intangible~~an ~~assets~~increase in short-term investment of $15,050,000 million because we used cash of RMB 100 million to purchase a wealth management product from China Construction Bank for 180 days in order to earn interest income at 4.8% interest rate per annum.

~~During~~Net ~~the~~cash ~~year ended December 31, 2015, we~~ used ~~no cash~~ in investing activities. ~~During~~amounted ~~the~~to ~~transition~~$28,078 ~~period~~for ~~between~~the ~~October~~year 1,ended ~~2015 to~~ December 31, ~~2015,~~2016 wewhich ~~used~~primarily noincludes ~~cash~~purchases of property and equipment in ~~investing~~the ~~activities~~same amount in 2016.

Financing Activities

~~During~~Net ~~the~~cash ~~fiscal~~provided by financing activities amounted to $15,209,536 for the year ended December 31, ~~2016~~2017, weprimarily ~~used~~include noan ~~cash~~ increase in ~~financing~~borrowing ~~activities~~from a related party of $159,536 and proceeds from a stock issuance under a private placement of $15,050,000 during 2017.

~~During~~Net ~~the~~cash ~~fiscal~~provided by financing activities amounted to $352,158 for the year ended December 31, ~~2015,~~2016 ~~our~~primarily ~~company~~due ~~received~~to ~~$27,108~~increased borrowing from ~~other~~a ~~financing~~related ~~activities~~party ~~and~~in ~~used~~the ~~$3,276~~same ~~for~~amount ~~other financing~~as ~~activities~~working capital.

~~During the transition period between October 1, 2015 to December 31, 2015, we used no cash in financing activities.~~17

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies~~Arrangements

~~The~~We ~~relevant~~do ~~accounting~~not ~~policies~~have ~~are~~any ~~listed~~off-balance ~~below~~sheet arrangements.

Year end

The Company’s fiscal year-end is December 31.

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles(“GAAP”) of the United States.

Revenue recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” Revenue will be recognized only when all of the following criteria are met: persuasive evidence for an agreement exists, delivery has occurred or services have been provided, the price or fee is fixed or determinable, and collection is reasonably assured.

Income tax

The Company accounts for income taxes under the provisions of ASC Topic 740 “Accounting for Income Taxes.” Under ASC Topic 740, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

The provision for income tax is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

ASC Topic 740 also prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or for one expected to be taken, in a tax return. ASC Topic 740 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Any interest and penalties accrued related to unrecognized tax benefits will be recorded as tax expense.

Allowance for Doubtful Accounts.

We maintain an allowance for doubtful accounts for estimated losses resulting from the failure of our customers to make required payments. Management analyzes the collectability of accounts receivable balances each period. This analysis considers the aging of account balances, historical bad debt experience, changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change, which could affect the level of our future provision for doubtful accounts. We recognize an increase in the allowance for doubtful accounts when it is probable that a receivable is not collectable and the loss can be reasonably estimated. Any increase in the allowance account has a corresponding negative effect on our results of operations. We believe that none of our significant customers were experiencing financial difficulties that would materially impact our trade accounts receivable or allowance for doubtful accounts as of December 31, 2016 and 2015.

Goodwill and Intangible Assets

Goodwill was generated through the acquisitions made during 2016. As the total consideration paid exceeded the value of the net assets acquired, we recorded goodwill for each of the completed acquisitions. At the date of the acquisition, we performed a valuation to determine the value of the intangible assets, along with the allocation of assets and liabilities acquired.

We test our goodwill and indefinite-lived intangible assets for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred.

Fair value of financial instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on the three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar as or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of our financial instruments, including cash and cash equivalents, balances with directors and related parties, other receivables and other payables approximate their fair value due to the short maturities of these financial instruments. The Company did not have financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2016 or December 31, 2015.

Earnings per share

The Company has adopted ASC Topic 260, “Earnings per Share,”(“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities which complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.As of December 31, 2016 and December 31, 2015, there was no dilutive security outstanding.

Recently Issued Accounting Standards

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Inflation

Inflation does not materially affect our business or the results of our operations.

Seasonality

The nature of our business does not appear to be affected by seasonal variations.

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies and Management Estimates

We doprepare ~~not~~our ~~have~~consolidated ~~any~~financial ~~off-balance~~statements ~~sheet~~in ~~arrangements~~accordance ~~that~~with ~~have~~U.S. orGAAP. ~~are~~These ~~reasonably~~accounting ~~likely~~principles torequire ~~have~~us ato ~~current~~make orjudgments, estimates ~~future~~and ~~effect~~assumptions on ~~our~~the ~~financial condition,~~reported ~~changes~~amounts inof ~~financial~~assets ~~condition~~and liabilities at the end of each fiscal period, and the reported amounts of revenues orand expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, ~~results~~knowledge and assessment of ~~operations,~~current ~~liquidity~~business and other conditions, ~~capital~~our ~~expenditures~~expectations orregarding ~~capital~~the future ~~resources~~based on available information and assumptions that ~~are~~we ~~material~~believe to ~~investors~~be reasonable.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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. Significant estimates required to be made by management, include, but are not limited to, the valuation of accounts and loans receivable, useful lives of property and equipment, the recoverability of long-lived assets, realization of deferred income tax assets, revenue recognition and provision necessary for contingent liabilities. Actual results could differ from these estimates.

Accounts Receivable, net

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible amounts. The Company generally receives a cash payment before delivery of the services, but may extend unsecured credit to its customers in the ordinary course of business. The Company mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of the credit history of the customers and current relationships with them.

Fair Value of Financial Instruments

The Company follows the provision of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1- Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2- Observable inputs (other than Level 1 quoted prices) such as quoted prices active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar as or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3- Inputs are unobservable inputs which reflect management’s assumptions based on the best available information.

The Company considers the recorded value of its financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, loans receivable, prepaid expenses and other current assets, short-term investment, deferred revenue, accrued and other liabilities, taxes payable and due to related party to approximate the fair value of the respective assets and liabilities at December 31, 2017 and 2016 based upon the short-term nature of the assets and liabilities.

Revenue Recognition

The Company’s revenue is recognized when persuasive evidence of an arrangement exists, service has occurred and all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured.

The Company currently generates its revenue from the following main sources:

● Revenue from membership fee

The Company develops and attracts corporate enterprises to become members and join in the Company’s service platform www.aeexotcmarkets.com. To become a member, customer needs to pay a one-time non-refundable registration fee first. The Company recognizes revenue from membership fee when it posts member’s information and profiles on its platform www.aeexotcmarkets.com, which enables the member’s corporate information and specific needs exposed to the public.

● Revenue from consulting services

The Company also provides various consulting services to its members, especially to those who have the intention to be publicly listed in the stock exchanges in the United States and other countries. The Company categorizes its consulting services into three Phases:

Phase I consulting services primarily include due diligence review, market research and feasibility study, business plan drafting, accounting record review, and business analysis and recommendations etc. Management estimates that Phase I normally takes around three months to complete based on its past experiences.

Phase II consulting services primarily include reorganization, pre-listing education and tutoring, talent search, legal and audit firm recommendation and coordination, VIE contracts and other public-listing related documents review, merger and acquisition planning, investor referral and pre-listing equity financing source identification and recommendation, independent directors and audit committee candidates recommendation etc. Management estimates that Phase II normally takes about eight months to complete based its past experiences.

Phase III consulting services primarily include shell company identification and recommendation for customers expecting to become publicly listed through reverse merger transaction; assistance in preparation of customers’ registration statement under IPO transactions or Form 8-K under reverse merger transactions; assistance in answering comments and questions received from regulatory agencies etc. Management believes it is very difficult to estimate the timing of this phase of service as the completion of Phase III services is not within the Company’s control.

Each phase of consulting services are standalone and fees associated with each phase are clearly identified in service agreements. Revenue from providing Phase I and Phase II consulting services to customers is recognized ratably over the estimated completion period of each phase. Revenue from providing Phase III consulting services to customers is recognized upon completion of reverse merger transaction or IPO transaction, which is evidenced by filing of 8-K for reverse merger transaction or receipt of effective notice from regulatory agencies for IPO transaction. Revenue that has been billed and not yet recognized is reflected as deferred revenue on the balance sheet.

Depending on the complexity of the underlying service arrangement and related terms and conditions, significant judgments, assumptions and estimates may be required to determine when substantial delivery of contract elements has occurred, whether any significant ongoing obligations exist subsequent to contract execution, whether amounts due are collectible and the appropriate period or periods in which, or during which, the completion of the earnings process occurs. Depending on the magnitude of specific revenue arrangements, adjustment may be made to the judgments, assumptions and estimates regarding contracts executed in any specific period.

Income Tax

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Management does not believe that there was any uncertain tax position at December 31, 2017 and 2016.

To the extent applicable, the Company records interest and penalties as a general and administrative expense. The Company’s subsidiaries in China and Hong Kong are subject to the income tax laws of the PRC and Hong Kong. The statute of limitations for the Company’s U.S. federal income tax returns and certain state income tax returns remains open for tax years 2013 and after. As of December 31, 2017, the tax years ended December 31, 2015 through December 31, 2017 for the Company’s PRC subsidiary remain open for statutory examination by PRC tax authorities.

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of The Act, the U.S. corporate tax rate decreased from 35% to 21%. Additionally, the Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change in rate has caused the Company to re-measure all U.S. deferred income tax assets and liabilities for temporary differences. Net operating loss (“NOL”) carryforwards are limited to 80% of taxable income and can be carried forward indefinitely.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

2720

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~FINANCIAL~~INDEX ~~STATEMENTS~~TO CONSOLIDATED FINANCIAL STATEMENTS

ASIA EQUITY EXCHANGE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS

	Page

Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at December 31, 2017 and 2016	F-2
Consolidated Statements of Operations and Comprehensive Income (loss) for the years ended December 31, 2017 and 2016	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017 and 2016	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016	F-5
Notes to Consolidated Financial Statements	F-6

~~TABLE OF CONTENTS~~21

	Page
Report of Independent Registered Public Accounting Firm	29
Consolidated Balance Sheets	30
Consolidated Statements of Operations	31
Statement of Stockholders’ Deficit	32
Consolidated Statements of Cash Flows	33
Notes to the Condensed Consolidated Financial Statements	34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

28To the shareholders and the board of directors of Asia Equity Exchange Group, Inc.

~~Beijing~~We ~~Yongtuo~~have ~~CPAs~~audited the accompanying consolidated balance sheets of Asia Equity Exchange Group, Inc. and its subsidiaries (~~Special~~collectively, the ~~general~~“Company”) ~~partner~~as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive income (loss), ~~Shenzhen~~changes ~~Branch~~in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

~~Report~~Basis offor ~~Independent Registered Public Accounting Firm~~Opinion

ToThese consolidated financial statements are the ~~Board~~responsibility of ~~Directors~~the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~Shareholders~~are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion.

/s/ Friedman LLP

We have served as the Company’s auditor since 2018.

New York, New York

April 13, 2018

F-1

Asia Equity Exchange Group, Inc.

~~(Incorporated~~Consolidated inBalance ~~the State of Nevada, United States of America)~~Sheets

We have audited the accompanying balance sheets of Asia Equity Exchange Group, Inc. as of December 31, 2016, December 31, 2015 and September 30, 2015 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two fiscal years ended December 31, 2016, December 31, 2015 and the transition period for the three months ended December 31, 2015. 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 audits.

	As of December 31,
	2017		2016

ASSETS
Current Assets
Cash and cash equivalents	$	512,729	$	55,371
Accounts receivable		994,500		-
Loans receivable		2,295,000		-
Short-term investment		15,300,000		-
Prepaid expenses and other current assets		432,262		40,999
Total current assets		19,534,491		96,370

Property and equipment, net		76,040		40,230
Deferred tax assets		93,349		-
Total assets	$	19,703,880	$	136,600

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Deferred revenue	$	2,315,123	$	-
Accrued expense and other current liabilities		297,405		175,389
Taxes payable		396,221		1,105
Due to related party		583,787		423,570
Total current liabilities	$	3,592,536	$	600,064

Income tax payable – noncurrent portion		75,557		-
Total liabilities		3,668,093		600,064
Commitments and contingencies
Equity
Preferred stock, 1,000,000 shares authorized; par value $0.001, none issued and outstanding		-		-
Common stock, 300 million shares authorized; par value $0.001, 118,900,016 shares and 114,600,000 shares issued and outstanding, respectively *		118,900		114,600
Additional paid in capital		15,045,700		-
Statutory reserve		63,950		-
Retained earnings (accumulated deficit)		756,192		(590,918	)
Accumulated other comprehensive income (loss)		51,045		12,854
Total equity		16,035,787		(463,464	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	19,703,880	$	136,600

We* ~~conducted~~Giving ~~our~~retrospective ~~audits~~effect ~~in accordance with the standards~~ of ~~the~~reverse ~~Public~~merger ~~Company~~transaction ~~Accounting~~consummated ~~Oversight~~on ~~Board~~April ~~(United~~12, ~~States).~~2016 ~~Those standards require that we plan~~ and ~~perform~~ the ~~audit~~1 tofor ~~obtain~~10 ~~reasonable~~reverse ~~assurance~~stock ~~about~~split ~~whether the financial statements are~~effected ~~free of material misstatement. An audit includes examining,~~ on aJuly ~~test basis~~21, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.2017

InThe ~~our~~accompanying ~~opinion,~~notes ~~the~~are ~~financial~~an ~~statements~~integral ~~referred~~parts to ~~above present fairly, in all material respects,~~ the consolidated financial ~~position~~statements of Asia Equity Exchange Group, Inc. at December 31, 2016, December 31, 2015, September 30, 2015, and the results of its operations and its cash flows for each of the three fiscal years ended December 31, 2016, December 31, 2015, September 30, 2015, and the transition period for the three months ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

~~/s/ Beijing Yongtuo CPAs (Special general partner) Shenzhen Branch Beijing Yongtuo CPAs (Special general partner) Shenzhen Branch March 30, 2017 Shenzhen, China~~F-2

29Asia Equity Exchange Group, Inc.

~~ASIA~~Consolidated ~~EQUITY~~Statements ~~EXCHANGE.~~of ~~GROUP,~~Operations ~~INC~~and Comprehensive Income (loss)

(Formerly I IN THE SKY INC.)

	For the Years Ended December 31,
	2017			2016

Revenue	$	2,889,222		$	565,413

Operating expenses
Selling expenses		412,014			439,664
General and administrative expenses		1,026,905			592,982
Total Operating Expenses		1,438,919			1,032,646

Income (loss) from operations		1,450,303			(467,233	)

Other income (expense)
Interest income		86,357			73
Foreign currency transaction gain (loss)		247,976			(560	)
Other expense		(13,566	)		(1,996	)
Total other income (expense), net		320,767			(2,483	)

Income (loss) before income tax		1,771,070			(469,716	)

Provision for income taxes		360,010			-

Net income (loss)		1,411,060			(469,716	)

Other comprehensive income (loss)
Net income (loss)		1,411,060			(469,716	)
Foreign currency translation gain		38,191			13,867
Comprehensive income (loss)	$	1,449,251		$	(455,849	)

Earnings (loss) per share Basic and diluted	$	0.00		$	(0.00	)

Weighted average number of shares Basic and diluted *		115,071,233			114,600,000

~~Balance~~* ~~Sheets~~Giving retrospective effect of reverse merger transaction consummated on April 12, 2016 and the 1 for 10 reverse stock split effected on July 21, 2017

	December 31,			December 31,			Transition Period
	2016			2015			2015
ASSETS
Current Assets
Cash and cash equivalents	$	55,360		$	-		$	-
Prepaid expenses		5,554			5,833			5,833
Other receivable		669			-			-
Rental deposit		34,708			-			-
Total current assets		96,291			5,833			5,833
Fixed assets, net of accumulated depreciation		34,220			-			-
Intangible assets, net of amortization		6,013			-			-
Goodwill		1,189,921			-			-
Other non-current assets		3,604			-			-
TOTAL ASSETS	$	1,330,049		$	5,833		$	5,833
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	171,795		$	856		$	1,056
Note payable - related party		423,686			14,608			14,408
Total current liabilities		595,481			15,464			15,464
TOTAL LIABILITIES	$	595,481		$	15,464		$	15,464
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock, 1,000,000 shares authorized; par value $0.001, none issued and outstanding
Common stock, 3,000,000,000 shares authorized; par value $0.001, 1,146,000,000 shares issued and outstanding		1,146,000			146,000			146,000
Capital deficiency		(23,713	)		(23,713	)		(23,713	)
Accumulated deficit		(387,719	)		(131,918	)		(131,918	)
Total Stockholders’ Deficit		734,568			(9,631	)		(9,631	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,330,049		$	5,833		$	5,833

The accompanying notes are an integral parts to the consolidated financial statements

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~F-3

30Asia Equity Exchange Group, Inc.

~~ASIA~~Consolidated ~~EQUITY~~Statements ~~EXCHANGE.~~of ~~GROUP,~~Changes ~~INC~~in Stockholders’ Equity

~~(Formerly~~For Ithe INYears ~~THE~~Ended ~~SKY~~December ~~INC.)~~31, 2017 and 2016

Statements of Operations

	Preferred stock				Common Stock				Additional				Retained earnings			Other income			Total
	Shares		Amount		Number of Shares *		Amount		Paid in Capital		Statutory Reserve		(accumulated deficit)			Comprehensive (loss)			Stockholders’ Equity
Balance at December 31, 2015		-	$	-		114,600,016	$	114,600	$	-	$	-	$	(121,202	)	$	(1,013	)	$	(7,615	)

Net loss		-		-		-		-		-		-		(469,716	)		-			(469,716	)
Foreign currency translation gain		-		-		-		-		-		-		-			13,867			13,867

Balance at December 31, 2016		-				114,600,016	$	114,600	$	-	$	-	$	(590,918	)	$	12,854		$	(463,464	)

Common stock issued under private placement		-		-		4,300,000		4,300		15,045,700		-		-			-			15,050,000
Appropriation to statutory surplus reserve		-		-		-		-		-		63,950		(63,950	)		-			-
Net income		-		-		-		-		-		-		1,411,060			-			1,411,060
Foreign currency translation gain		-		-		-		-		-		-					38,191			38,191

Balance at December 31, 2017		-	$	-		118,900,016	$	118,900	$	15,045,700	$	63,950	$	756,192		$	51,045		$	16,035,787

	For the Year Ended December 31,						For the transition period
	2016			2015			2015
REVENUE	$	563,363		$	-		$	-
Cost of Sales		362,081			-			-
Gross Profit		201,282			-			-
OPERATING EXPENSES
General and administrative		405,348			24,246			-
Professional fees		49,478			20,189			4,884
Total other expenses		2,399			-			-
Total Operating Expenses		457,225			44,435			4,884
Net loss from operations		(255,943	)		(44,435	)		(4,884	)
Other Income		153			-			-
Other expenses		11			-			-
Provision for income taxes		-			-			-
Net Loss	$	(255,801	)	$	(44,435	)	$	(4,884	)
Basic and diluted loss per common share	$	0.00		$	0.00		$	0.00
Weighted average number of common shares outstanding - basic and diluted		1,146,000,000			146,000,000			146,000,000

* Giving retrospective effect of reverse merger transaction consummated on April 12, 2016 and the 1 for 10 reverse stock split effected on July 21, 2017

The accompanying notes ~~to the financial statements~~ are an integral part of these ~~audited~~consolidated financial statements.

31F-4

~~ASIA~~Asia ~~EQUITY~~Equity ~~EXCHANGE~~Exchange ~~GROUP~~Group, ~~INC~~Inc.

~~(Formerly~~Consolidated IStatements INof ~~THE~~Cash ~~SKY INC.)~~Flows

Statement of Stockholders’ Deficit

	For the years ended December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,411,060		$	(469,716	)
Adjusted to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation		9,313			11,858

Loss from disposal of fixed assets		11,655
Deferred tax benefit		(90,360	)		-
Changes in operating assets and liabilities:
Accounts receivable		(962,650	)		9,475
Prepaid expenses and other current assets		(380,237	)		3,286

Deferred revenue		2,242,678			-
Other payables and accrued expenses		110,115			176,163
Income taxes payable		459,454			(2,850	)
Net cash provided by (used in) operating activities		2,811,028			(271,784	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(59,638	)		(28,078	)
Proceeds from disposal of fixed assets		6,409			-
Loans to a third party		(2,221,500	)		-
Short-term investment		(15,050,000	)		-
Net cash used in investing activities		(17,324,729	)		(28,078	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from related party		159,536			352,158
Proceeds from stock issuance under a private placement		15,050,000			-
Net cash provided by financing activities		15,209,536			352,158
EFFECT OF EXCHANGE RATES ON CASH		(238,477	)		(19,283	)
NET INCREASE IN CASH		457,358			33,013
CASH, BEGINNING OF YEAR		55,371			22,358
CASH, END OF YEAR	$	512,729		$	55,371

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expense	$	-		$	-
Cash paid for income tax	$	7,226		$	2,977

~~For~~The ~~the~~accompanying ~~Year~~notes ~~Ended~~are ~~December~~an ~~31,~~integral ~~2016~~part of these consolidated financial statements

	Common Stock								Total
	Number of Shares		Amount		Capital Deficiency		Accumulated Deficit		Stockholders’ Deficit
Balance as of July 15, 2013 (Inception)		-	$	-	$	-	$	-	$	-
Founders’ shares issued at $0.001 per share		11,000,000		11,000		-		-		11,000
Shares issued for services at $0.001 per share		1,200,000		1,200		-		-		1,200
Net loss		-		-		-		-25,700		-25,700
Balance - September 30, 2013		122,000,000	$	122,000	$	-109,800	$	-25,700	$	-13,500
Shares issued for cash at $0.025 per share		24,000,000		24,000		36,000		-		60,000
Net loss		-		-		-		-53,172		-53,172
Balance - September 30, 2014		146,000,000		146,000		-73,800		-78,872		-6,672
Write off loan to contributed capital						50,087				50,087
Net loss								-48,162		-48,162
Balance - September 30, 2015		146,000,000	$	146,000	$	-23,713	$	-127,034	$	-4,747
Net loss								-4,884		-4,884
Balance - December 31, 2015		146,000,000	$	146,000	$	-23,713	$	-131,918	$	-9,631
Shares issued for cash at $0.00001 per share for acquisition		1,000,000,000		1,000,000
Net loss								-255,801		-255,801
Balance - December 31, 2016		1,146,000,000		1,146,000		-23,713		-387,719		734,568

F-5

~~The~~NOTE ~~accompanying~~1 ~~notes~~-ORGANIZATION toAND ~~the~~DESCRIPTION ~~financial~~OF ~~statements are an integral part of these audited statements.~~BUSINESS

32Asia Equity Exchange Group, Inc. (“the Company” or “AEEX”) is a Nevada corporation incorporated on July 15, 2013, under the name “I In The Sky, Inc.” (“SYYF”). The Company filed a name change to AEEX with the state of Nevada on July 22, 2015.

~~ASIA~~The ~~EQUITY~~Company’s ~~EXCHANGE~~original ~~GROUP~~business plan was to manufacture and market low cost GPS tracking devices and software to businesses and families. However, ~~INC~~this business was not successful and the Company had no revenues generated from its business from its inception until April 12, 2016 when it completed the reverse acquisition of Asian Equity Exchange Group Company Limited (“AEEGCL”).

On November 30, 2015, the Company executed a Sale and Purchase Agreement (~~Formerly~~the “Purchase Agreement”) to acquire 100% of Ithe INshares ~~THE~~and ~~SKY~~assets ~~INC~~of AEEGCL (the “Acquisition”). Pursuant to the Purchase Agreement, the Company issued one billion (1,000,000,000) shares of common stock to the former owners of AEEGCL. The Acquisition was consummated on April 12, 2016. As a result, AEEGCL became a wholly-owned subsidiary of the Company. The Company had a total of 146,000,000 shares of common stock outstanding immediately prior to the closing of the Acquisition. Upon completion of the Acquisition, the Company had a total of 1,146,000,000 shares of common stock outstanding, with the former owners of AEEGCL controlled 87.3% of the total issued and outstanding shares of the Company’s common stock.

~~Statements~~The acquisition of ~~Cash~~AEEGCL ~~Flows~~and its subsidiaries by us was accounted for as a reverse merger because there was a change of control, and on a post-merger basis, the former shareholders of AEEGCL held a majority of our outstanding common stock on a fully-diluted basis. As a result, AEEGCL is deemed to be the acquirer for accounting purposes. Accordingly, the consolidated financial statement data presented are those of AEEGCL, recorded at the historical basis of AEEGCL, for all periods prior to our acquisition of AEEGCL on April 12, 2016, and the financial statements of the historical operations of the consolidated companies from the effective date of the closing of the reverse merger.

							For the transition
	For the Year End December 31,						Period
	2016			2015			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(255,801	)	$	(44,435	)	$	(4,884	)
Changes in operating activities:
Depreciation and amortization	$	11,481		$	-		$	-
Prepaid Expenses		(103,896	)		4,167			-
Accounts payable and accrued liabilities		342,043			856			4,884
Net cash used in operating activities		(6,173	)		(39,412	)		-
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Provided by Investing Activities	$	61,533		$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash Provided by Financing Activities	$	-		$	23,833		$	-
Net increase (decrease) in cash and cash equivalents		55,360			(15,579	)		-
Cash and cash equivalents, beginning of period		-			15,579			-
Cash and cash equivalents, end of period	$	55,360		$	-		$	-
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Non-cash financing activities:
Note payable related party forgiven to contributed capital	$	50,087		$	50,087		$	50,087

AEEGCL was incorporated under the laws of Samoa on May 29, 2015. It offers an international equity assistance and information service platform designed to provide listing assistance services, equity investment financing information and public relationship services to enterprises in Asia, mainly in China. AEEGCL owns 100% of AEEX (HK) International Financial Service Limited (formerly known as Yinfu International Enterprise Limited, “AEEX HK”), a, entity incorporated in Hong Kong on December 22, 2014. AEEX HK owns 100% of Asia America Consultants (Shenzhen) Co., Ltd. (formerly known as Yinfu Guotai Investment Consultant (Shenzhen) Co., Ltd., “AACCL”), a wholly-owned foreign enterprise organized under the laws of the People’s Republic of China (the “PRC”) on April 15, 2015.

The ~~accompanying~~Company, ~~notes~~through toits ~~the~~subsidiaries ~~financial~~AEEX ~~statements~~HK ~~are~~and anAACCL, ~~integral~~engages ~~part~~in ofproviding ~~these~~investment ~~audited~~and ~~statements~~corporate management consulting services to customers.

33F-6

ASIA EQUITY EXCHANGE GROUP, INC.

(formerly I IN THE SKY INC.)

Notes to the Audited Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Asia Equity Exchange Group, Inc. (“the Company” or “AEEX”) is a Nevada corporation incorporated on July 15, 2013, under the name “I In The Sky, Inc.” (“SYYF”). The Company filed a name change to AEEX with the state of Nevada on July 22, 2015. It is based in Hong Kong, the People’s Republic of China. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year ends on December 31.

The Company’s original business plan was to manufacture and market low cost GPS tracking devices and software to businesses and families. However this business was not successful and the Company had no revenues generated from its business until April 12, 2016 when it completed the reverse acquisition of Asian Equity Exchange Group Company Limited (“AEEGCL”).

On November 30, 2015, the Company executed a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 100% of the shares and assets of AEEGCL (the “Acquisition”). Pursuant to the Purchase Agreement, the Company issued one billion (1,000,000,000) shares of common stock to the owners of AEEGCL. The Company had a total of 146,000,000 shares of common stock outstanding immediately prior to Closing. After the Closing, the Company had a total of 1,146,000,000 shares of common stock outstanding, with the AEEGCL Stockholders owning 87.3% of the total issued and outstanding shares of the Company’s common stock.

The Closing of the transactions contemplated by the Purchase Agreement took place on April 12, 2016 (“Closing”). As a result, AEEGCL became a wholly-owned subsidiary of the Company and AEEGCL’s former shareholders own the majority of the Company’s voting stock. The Company’s previous business plan was terminated and the Company is currently engaged in the business of AEEGCL.

AEEGCL is a company incorporated under the laws of Samoa on May 29, 2015. It offers an international equity assistance and information service platform designed to provide listing assistance services, equity investment financing information and public relationship services to enterprises in Asia, mainly in China. AEEGCL owns 100% of AEEX (HK) International Financial Service Limited (formerly known as Yinfu International Enterprise Limited, “AEEX HK”), a Hong Kong corporation incorporated on December 22, 2014. AEEX HK owns 100% of Asian & American Consultant (Shenzhen) Co., Ltd (formerly known as Yinfu Guotai Investment Consultant (Shenzhen) Co., Ltd., “AACCL”), a corporation incorporated in the People’s Republic of China (the “PRC”) on April 15,2015. Both AEEX HK and AACCL are engaged in the provision of investment and corporate management consultancy services.

The acquisition of AEEGCL and its subsidiaries by the Company was accounted for as a reverse merger because on a post-merger basis, the former shareholders of AEEGCL held a majority of the outstanding common stock of the Company on a voting and fully-diluted basis. As a result, AEEGCL is deemed to be the acquirer for accounting purposes. Accordingly, the consolidated financial statement data presented are those of AEEGCL, recorded at the historical basis of AEEGCL, for all periods prior to the Company’s acquisition of AEEGCL on April 12, 2016, and the financial statements of the historical operations of the consolidated companies from the effective date of the Closing.

The Company aims to build and complement the multi-layer capital market system in Asia, and create a unique and authoritative intercontinental equity information platform which will effectively complement in business functions, service means and financing channels with OTC markets in countries and regions in Asia. AEEX also endeavors to build a system of global cooperation to provide listed enterprises with equity financing means through domestic and overseas channels, and to offer nurturing pre-listing tutoring, incubating and supporting services for their listing on overseas capital markets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~PRINCIPLES~~Basis OFof ~~CONSOLIDATION~~Presentation ~~AND~~and ~~ACCOUNTING~~Principles ~~FOR~~of ~~INVESTMENT IN AFFILIATE COMPANIES~~Consolidation

The accompanying consolidated financial statements have been prepared in accordance with ~~generally accepted~~ accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements ~~include the accounts~~ of the Company ~~and~~reflect ~~its~~the ~~wholly-owned subsidiaries,~~principal ~~which~~activities ~~include~~of ~~Asian~~the ~~Equity~~following ~~Exchange Group Co~~entities., ~~Ltd. (“AEEGCL”), AEEX (HK) INTERNATIONAL FINANCIAL SERVICES LIMITED (“AEEX (HK)”), and Asian & American consultant (Shenzhen) Co., Ltd. (“AACCL”) since April 2016.~~ All ~~significant~~ intercompany ~~accounts~~balances and transactions have been eliminated inupon consolidation.

Use of Estimates

InThe ~~preparing~~preparation of financial statements in conformity with ~~generally~~U.S. ~~accepted~~GAAP ~~accounting~~requires ~~principles,~~ management ~~is required~~ to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~the~~ disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the ~~reported~~reporting period. Significant estimates required to be made by management, include, but are not limited to, the valuation of accounts and loans receivable, useful lives of property and equipment, the recoverability of long-lived assets, realization of deferred income tax assets, revenue recognition and provision necessary for contingent liabilities. Actual results could differ from ~~those~~ these estimates.

Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.

Earnings Per Share

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of December 31, 2016 and 2015, there was no dilutive security outstanding.

Economic and Political Risk

The Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

Concentrations of Credit Risk

Cash includes cash at banks and demand deposits in accounts maintained with banks within the PRC. Total cash in these banks as of December 31, 2016 amounted to $55,048, none of which is covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks to its cash in bank accounts.

The Company performs ongoing credit evaluations of customers and has not experienced any material losses to date. The Company has not experienced any significant difficulty in collecting its accounts receivable in the past and is not aware of any financial difficulties of its major customers.

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business segment: the operations of an equity information service platform designed to provide equity investment financing information to all enterprises in Asia.

Cash and Cash Equivalents

Cash ~~and~~includes cash ~~equivalents~~on ~~include~~hand ~~cash~~and demand deposits in ~~banks,~~accounts ~~money~~maintained ~~market~~with ~~funds,~~commercial ~~and~~banks. ~~certificates~~The ofCompany ~~term~~considers ~~deposits~~all highly liquid investments with original maturities of ~~less than~~ three months ~~from~~or ~~inception,~~less ~~which~~when ~~are~~purchased ~~readily convertible~~ to ~~known~~be ~~amounts of~~ cash ~~and~~equivalents. ~~which,~~The inCompany ~~the~~maintained ~~opinion~~ most of ~~management,~~the ~~are subject~~bank toaccounts anin ~~insignificant~~the ~~risk~~PRC. ofCash ~~loss~~balances in ~~value.~~bank ~~The~~accounts ~~Company~~in ~~had~~PRC ~~$55,360~~are ~~and~~not $0insured inby ~~cash~~the ~~and~~Federal ~~cash~~Deposit ~~equivalents~~Insurance ~~as of December~~Corporation ~~31,~~or ~~2016~~other ~~and 2015, respectively~~programs.

~~Intangible~~Accounts ~~Assets~~Receivable, net

~~Intangible~~Accounts ~~assets~~receivable ~~consist~~are ofrecognized ~~computer~~and ~~software~~carried ~~and~~at ~~are~~original ~~recorded~~invoiced atamount ~~cost~~less an estimated allowance for uncollectible amounts. ~~Amortization~~The isCompany generally ~~calculated~~receives ~~using~~a cash payment before delivery of the ~~straight~~services, ~~line~~but ~~method~~may ~~over~~extend unsecured credit to its customers in the ordinary ~~estimated~~course ~~useful~~of ~~life~~business. The Company mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of the ~~computer~~credit ~~software~~history of the customers and current relationships with them. At December 31, ~~which~~2017 isand 52016, ~~years~~there was no allowance recorded as the Company considers all of the accounts receivable fully collectible.

Goodwill and Indefinite Lived Intangible Assets

Goodwill was generated through the acquisitions made by the Company. As the total consideration paid exceeded the value of the net assets acquired, the Company record goodwill for each of the completed acquisitions. At the date of acquisition, the Company performed a valuation to determine the value of the intangible assets, along with the allocation of assets and liabilities acquired. The goodwill is attributable to synergies and economies of scale provided to the Company by the acquired to the Company by the acquired entity.

The Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually (as of December 31) and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of its segments; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill, the indefinite-lived intangible assets and the Company’s consolidated financial results.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. ~~Depreciation~~The isstraight-line ~~calculated~~depreciation ~~using~~method ~~the~~is ~~straight~~used ~~line~~to ~~method~~compute depreciation over the estimated ~~useful~~ useful lives of the assets., ~~The useful lives are~~ as follows:

	Office equipment	5 years
		Useful life
	Motor vehicles	5 years
Electronic equipment		3 years
Office furniture		5 years
Transportation vehicles		4 years
Computer software		5 years

~~Maintenance~~Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to ~~operations~~expense as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. ~~When~~Expenditures ~~properties~~for ~~are~~major ~~disposed~~renewals and ~~of,~~betterments which substantially extend the ~~related~~useful ~~costs~~life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts , and any gain or loss is ~~reported~~recognized in the ~~period~~consolidated ~~the~~statements of ~~transaction~~operations ~~takes~~and ~~place~~other comprehensive income (loss) in other income or expenses.

Impairment of Long-lived Assets

The Company reviews long-lived assets, ~~held~~including ~~and~~definitive-lived ~~used~~intangible byassets, ~~the Company are reviewed~~ for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~assets~~an asset may not be recoverable. ItIf isthe ~~reasonably~~estimated ~~possible~~cash ~~that~~flows ~~these~~from ~~assets~~the ~~could~~use ~~become impaired as a result~~ of ~~technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing~~ the ~~carrying amount of an~~ asset toand ~~future~~its ~~net~~eventual ~~undiscounted~~disposition ~~cash~~are ~~flows~~below tothe beasset’s ~~generated~~carrying byvalue, then the ~~assets.~~asset Ifis ~~such~~deemed ~~assets are considered~~ to be impaired, ~~the~~and written ~~impairment~~down to beits ~~recognized is measured by the amount by which the carrying amount of the assets exceeds the~~ fair value. ofThere ~~the~~were ~~assets.~~no ~~Assets~~events toor bechanges ~~disposed~~in ofcircumstances ~~are~~that ~~reported~~triggered ata ~~the~~review ~~lower~~ of ~~the~~impairments ~~carrying~~of ~~amount or fair value less costs to~~long-lived ~~sell.~~assets ~~During~~as ~~the~~of ~~periods~~December ~~presented~~31, ~~the~~2017 ~~Company did not impair any plant~~ and ~~equipment~~ 2016.

~~Commitments and Contingencies~~Reclassification

~~The~~Certain ~~Company~~prior ~~follows~~year ~~ASC~~amounts ~~450-20~~have ,been ~~“Loss~~reclassified ~~Contingencies,”~~ to ~~report~~conform ~~accounting~~to for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the ~~amount~~current ofyear ~~the assessment can be reasonably estimated~~presentation. ~~There were no commitments or contingencies as of December 31, 2016 and 2015.~~

36F-7

Revenue Recognition

Income Tax

Fair Value of Financial Instruments

The Company follows the provision of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” which defines fair value as the ~~exchange~~ price that would be received ~~for~~to sell an asset or paid to transfer a liability ~~(an exit price) in the principal or most advantageous market~~ ~~for the asset or liability~~ in an orderly transaction between market participants onat the measurement date. ~~Valuation~~A ~~techniques~~three-level fair value hierarchy prioritizes the inputs used to measure fair value. ~~must~~The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. AThe ~~fair value hierarchy based on the~~ three levels of inputs, ~~of which the first two are considered observable and the last is considered unobservable, is~~ used to measure fair value are as follows:

Level 1:- ~~Valuations~~Observable ~~for~~inputs ~~assets and liabilities traded in active markets from readily available pricing sources~~ such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2:- Observable inputs (other than Level 1 quoted prices) such as quoted prices active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar as or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3:- ~~Unobservable~~Inputs ~~inputs that~~ are ~~supported~~unobservable byinputs ~~little~~which orreflect nomanagement’s ~~market~~assumptions ~~activity~~based ~~and~~on ~~that are significant to determining~~ the ~~fair~~best ~~value of~~available ~~the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques~~information.

The ~~carrying~~Company ~~values~~considers the recorded value of ~~our~~its financial ~~instruments~~assets and liabilities, ~~including~~which consist primarily of cash and cash equivalents, accounts ~~balances~~receivable, ~~with~~loans ~~directors~~receivable, prepaid expenses and ~~related~~other ~~parties~~current assets, ~~other~~ ~~receivables~~short-term investment, deferred revenue, accrued and other ~~payables~~liabilities, ~~approximate~~taxes ~~their~~payable ~~fair~~and ~~value~~ due to ~~the~~related ~~short~~party ~~maturities~~to ofapproximate ~~these~~the ~~financial~~fair ~~instruments. The~~value ~~Company~~of ~~did~~the ~~not~~respective ~~have financial~~ assets orand liabilities at ~~that~~December ~~are~~31, ~~measured~~2017 atand ~~fair~~2016 ~~value~~based onupon athe ~~recurring~~short-term ~~basis~~nature as of ~~December~~the ~~31, 2016~~assets orand ~~December 31, 2015~~liabilities.

37Revenue recognition

The Company currently generates its revenue from the following main sources:

● Revenue from membership fee

● Revenue from consulting services

F-8

Income Tax

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not believe that there was any uncertain tax position at December 31, 2017 and 2016.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing income (loss) available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2017 and 2016, there were no dilutive shares.

F-9

Foreign Currency Translation

The ~~accompanying~~accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is the U.S. dollar (“USD”) while its subsidiary in Hong Kong reports its financial positions and results of operations in Hong Kong Dollar and the Company’s subsidiary in China reports its financial position sand results of operations in Renminbi (“RMB”). The accompanying consolidated financial statements are presented in United States Dollar (USD). The ~~functional~~results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the ~~Company~~reporting period. isAssets ~~USD~~and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of ~~AEEGCL~~exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, ~~AEEX~~amounts HKrelated to assets and ~~AACCL~~liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are ~~USD,~~included ~~Hong~~as ~~Kong~~a ~~Dollar~~separate ~~(HKD)~~component ~~and~~of ~~Renminbi~~accumulated other comprehensive income (~~RMB~~loss), ~~respectively.~~included in consolidated statements ~~The~~of ~~translation~~changes ~~rates~~in equity. Gains and losses from foreign currency transactions are asincluded ~~follows:~~in the results of operations.

	December 31, 2016		December 31, 2015
Average HKD : US$ exchange rate in the period		0.128840		0.129003
Spot HKD : US$ exchange rate as at the period end		0.128946		0.129019
Average RMB : US$ exchange rate in the period		0.150382		0.160332
Spot RMB : US$ exchange rate as at the period end		0.144155		0.153998

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

Share-based Expenses

	December 31,
	2017				2016
Foreign currency	Balance Sheet		Profits/Loss		Balance Sheet		Profits/Loss
RMB:1USD		0.1530		0.1481		0.1442		0.1504
HKD:1USD		0.1279		0.1283		0.1289		0.1288

~~ASC~~Risks ~~718 “Compensation-Stock Compensation” prescribes accounting~~ and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employee, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).Uncertainty

The Company’s ~~accounts~~major ~~for~~operations ~~stock-based~~are ~~compensation~~conducted ~~issued to non-employees and consultants~~ in ~~accordance with~~ the ~~provisions~~PRC. ~~of ASC 505-50~~Accordingly, ~~“Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-Employees is based on~~ the ~~fair~~political, ~~value~~economic, ofand ~~whichever~~legal isenvironments ~~more~~in ~~reliably measurable: (a)~~ the PRC, ~~goods~~as orwell ~~services~~as ~~received; or (b)~~ the ~~equity~~general ~~instruments issued.~~state ~~The fair value~~ of the ~~share-based~~PRC’s ~~payment~~economy ~~transaction~~may isinfluence ~~determined at~~ the ~~earlier~~Company’s ofbusiness, ~~performance~~financial ~~commitment~~condition, and ~~date~~results orof ~~performance completion date~~operations.

~~Net~~The ~~Loss~~Company’s ~~Per~~major ~~Share~~operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of ~~Common~~taxation, ~~Stock~~among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic earnings per share, for the years ended December 31, 2016 and 2015:

	December 31, 2016			December 31, 2015
Net loss		(255,081	)		(44,435	)
Weighted average common shares issued and outstanding (basic and diluted)		1,146,000,000			146,000,000
Net loss per common share, basic and diluted		(0.00	)		(0.00	)

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. See note 6.

Recent Accounting Pronouncements

~~Management~~In ~~has~~May ~~considered~~2014, ~~all~~the ~~recent~~Financial ~~accounting~~Accounting ~~pronouncements~~Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. Generally Accepted Accounting Principles when it becomes effective and ~~believes~~permits ~~that~~the use ~~these~~of ~~recent~~either ~~pronouncements~~the retrospective or cumulative effect transition method. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The guidance in ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods), which means it will be effective for the Company’s fiscal year beginning January 1, 2018. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. In December 2016, the FASB further issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”), which makes minor corrections or minor improvements to the Codification that are not expected to have a ~~material~~ significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments are intended to address implementation and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. These amendments have the same effective date as the new revenue standard. The Company’s ~~financial~~current ~~statements~~revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts.

38F-10

~~NOTE~~In 3January 2017, the FASB issued ASU No. 2017-01, ~~EQUITY~~“Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not a business. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for fiscal years beginning after December 15, 2017 and interim periods within those periods. The adoption of this guidance will not have a material impact on its consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-05 (“ASU 2017-05”) to provide guidance for recognizing gains and losses from the transfer of nonfinancial assets and in-substance nonfinancial assets in contracts with non-customers, unless other specific guidance applies. The standard requires a company to derecognize nonfinancial assets once it transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset. Additionally, when a company transfers its controlling interest in a nonfinancial asset, but retains a noncontrolling ownership interest, the company is required to measure any noncontrolling interest it receives or retains at fair value. The guidance requires companies to recognize a full gain or loss on the transaction. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. ASU 2017-05 is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The effective date of this guidance coincides with revenue recognition guidance. The adoption of this guidance will not have a material impact on its consolidated financial statements.

In September 2017, the FASB has issued ASU No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. The adoption of this guidance will not have a material impact on its consolidated financial statements.

In November 2017, the FASB issued ASU 2017-14, Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). This Accounting Standards Update supersedes various SEC paragraphs and amends an SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 116 and SEC Release No.33-10403. Management plans to adopt this ASU during the year ending December 2019. The Company does not believe the adoption of this ASU would have a material effect on the Company’s consolidated financial statements.

In February 2018, the FASB has issued Accounting Standards Update (ASU) No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement — Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of this guidance will not have a material impact on its consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05 — Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its consolidated financial statements (See Note 9). The Company will continue to evaluate the impact this tax reform legislation may have on its results of operations, financial position, cash flows and related disclosures.

F-11

NOTE 3 - ACCOUNTS RECEIVABLE, NET

The Company’s net accounts receivable is as follows:

	December 31, 2017		December 31, 2016
Accounts receivable	$	994,500	$	-
Less: allowances for doubtful accounts		-		-
Accounts receivables, net	$	994,500	$	-

Accounts receivable of $994,500 resulted from balance due from providing public listing related consulting services to customer Guangdong Donggao High-tech Materials Co,, Ltd., who successfully filed the Form 8-K with SEC on November 27, 2017 to consummate the reverse merger transaction. This is the first customer that the Company completed the comprehensive consulting services and accordingly the Company extended the credit term to this customer for additional six months. The Company subsequently collected approximately $236,593 (RMB 1.5 million) of this outstanding account receivable from this customer and expects to fully collect the remaining balance before June 30, 2018.

NOTE 4 - LOANS RECEIVABLE

From September to December 2017, the Company advanced a total of $2,295,000 (RMB 15 million) one year short-term loans to a former customer, Shenzhen Shangyuan Electronic Business Development Co., Ltd. (“Shangyuan”) as working capital. Among the RMB 15 million loan, RMB 5 million is non-interest bearing and RMB 10 million are interest-bearing loans with interest rate of 5% per annum. Interest income of $6,350 was accrued for the year ended December 31, 2017. The Company subsequently collected RMB 5 million (approximately $781,250) non-interest bearing portion of the loan from Shangyuan in the first quarter of 2018.

NOTE 5 - SHORT-TERM INVESTMENT

On November 21, 2017, the Company entered into an investment agreement with China Construction Bank (“the Bank”). The agreement allows the Company to invest RMB 100 million ($15.3 million) with the Bank for a six-month term maturing on May 20, 2018. The Bank invests the Company’s fund in certain financial instruments including money market funds, bonds or mutual funds. The rates of return on these instruments was guaranteed as 4.8% per annum. The Company’s investment is not subject to market fluctuation and therefore, the Company did not experience gain or loss on its investment. However, the Company’s funds deposited with the Bank is not insured. Interest income of $78,987 was accrued and reflected in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2017.

NOTE 6. PROPERTY AND EQUIPMENT, NET

As of December 31, 2017 and 2016, property and equipment was as follows:

	December 31,
	2017			2016
Office equipment	$	33,114		$	5,379
Furniture		47,226			14,488
Computer software		8,369			7,023
Automobiles		930			27,036
Total		89,639			53,926
Less: accumulated depreciation		(13,599	)		(13,696	)
Property and equipment, net	$	76,040		$	40,230

Depreciation expense for the years ended December 31, 2017 and 2016 was $9,313 and $11,858, respectively.

F-12

NOTE 7 – DEFERRED REVENUE

Deferred revenue consists of amounts received from customers for membership and public listing related consulting services not yet completed as of the balance sheets date. The details of customer deposits are as follows:

	December 31,
	2017		2016
Customer deposit for membership	$	53,077	$	-
Customer deposits for consulting services		2,262,046		-
Total deferred revenue	$	2,315,123	$	-

NOTE 8 - RELATED PARTY TRANSACTION

As of December 31, 2017 and 2016, the balances due to a major stockholder are comprised of non-interest bearing advances used for working capital.

NOTE 9 – TAXES

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

AEEX is incorporated in the United States and has incurred net operating loss for income tax purposes for 2017 and 2016. The Company has loss carry forwards of approximately $166,000 for U.S. income tax purposes available for offsetting against future taxable U.S. income, expiring in 2037. Management believes that the realization of the benefits from these losses is uncertain due to its history of continuing losses in the United States. Accordingly, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded. The valuation allowance as of December 31, 2017 and 2016 was approximately $45,000 and $29,000, respectively. The changes in the valuation allowance for the years ended December 31, 2017 and 2016 was approximately $16,300 and $16,000, respectively.

AEEGCL was incorporated under the International Companies Act 1988 of Samoa as a non-resident company. Under current laws of Samoa, income earned is not subject to income tax.

AEEX HK is subject to Hong Kong profits tax at a rate of 16.5%, and did not have any assessable profits arising in or derived from Hong Kong for the fiscal year ended December 31, 2017 and 2016, and accordingly no provision for Hong Kong profits tax made in these periods.

AACCL is incorporated in the PRC and is subject to PRC income tax, which is computed according to the relevant laws and regulations in the PRC. The applicable tax rate is 25% for the years ended December 31, 2017 and 2016. The Company recorded $93,349 and $Nil deferred income tax assets as of December 31, 2017 and 2016, respectively.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has recorded a provisional amount for its one-time transition tax for all of its foreign subsidiaries, resulting in an increase in income tax expense of $82,127 for the year ended December 31, 2017. The one-time transition tax was calculated using the Company’s total post-1986 overseas net earnings and profits which amounted to approximately $0.92 million. The one-time transition tax is taxed at the rate of 15.5% for the Company’s cash and cash equivalents and 8% for the other assets to be paid over 8 years. Additional work is necessary to conduct a more detailed analysis of the Act as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in fiscal 2018 when the analysis is complete.

F-13

The Company’s income tax expense (benefit) for the years ended December 31, 2017 and 2016 are as follows:

	For the years ended December 31,
	2017			2016
Current income tax (benefit)
USA	$	82,127		$	-
Samoa		-			-
Hong Kong		-			-
China		368,243			-
		450,370			-

Deferred income tax (benefit)
China		(90,360	)		-
		(90,360	)

Total income tax expense	$	360,010		$	-

The Company’s deferred tax assets are comprised of the following:

	For the years ended December 31,
	2017			2016

Net operating loss		148,074			119,993
Total deferred tax assets		148,074			119,993
Valuation allowance		(54,725	)		(119,993	)
Deferred tax assets, long-term	$	93,349		$	-

The Company’s taxes payable consists of the following:

	December 31, 2017			December 31, 2016

VAT tax payable	$	14,470		$	839
Corporate income tax payable		455,017			-
Others		2,291			266
Total tax payable		471,778			1,105
Less: noncurrent portion		(75,557	)		-
Total tax payable- current portion	$	396,221		$	1,105

NOTE 10 - EQUITY

Preferred Stock

The Company has authorized 1,000,000 preferred shares with a par value of $0.001 per share. ~~The~~None ~~Board~~issued ofand ~~Directors~~outstanding ~~are~~as ~~authorized to divide the authorized shares~~ of ~~Preferred Stock into one or more series~~December 31, ~~each~~2017 ofand ~~which~~2016. ~~shall~~The befollowing somentioned ~~designated~~reverse asstock tosplit ~~distinguish the~~has ~~shares~~no ~~thereof~~impact ~~from~~on the ~~shares~~Company’s ofauthorized ~~all~~preferred ~~other series and classes~~stock.

~~As of December 31, 2016, the Company does not have any issued shares of preferred stock and has not designated any shares for issuance.~~F-14

Common Stock

~~The~~On November 30, 2015, the Company ~~has~~executed ~~authorized~~a 3Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 100% of the shares and assets of AEEGCL (the “Acquisition”). Pursuant to the Purchase Agreement, the Company issued one billion (1,000,000,000) shares of common ~~shares~~stock ~~with~~to athe ~~par~~former ~~value~~owners of $0AEEGCL.~~001~~ ~~per~~The ~~share~~Acquisition was consummated on April 12, 2016. ~~Each~~As ~~common~~a result, ~~share~~AEEGCL ~~entitles~~became a wholly-owned subsidiary of the ~~holder to~~Company ~~one~~and ~~vote,~~the inbusiness inof ~~person~~AEEGCL orbecame ~~proxy~~current business of the Company. The Company had a total of 146,000,000 onshares ~~any~~of ~~matter~~common onstock ~~which~~outstanding ~~action~~immediately prior to the closing of the ~~stockholders~~Acquisition. After the closing of the ~~corporation~~Acquisition, isthe ~~sought~~Company had a total of 1,146,000,000 shares of common stock outstanding.

On July 821, ~~2015~~2017, the Company’s Board of Directors ~~authorized~~approved a ~~ten~~reverse ~~for one (10:1) forward~~ stock split, toof bethe ~~effectuated~~Company’s ~~upon~~common ~~the~~stock ~~filing~~at ofa ~~our~~ratio ~~amended Articles~~ of ~~Incorporation~~1-for-10. ~~The~~Total ~~amended~~1,031,399,984 ~~Articles~~shares of ~~Incorporation~~the ~~were~~Company’s ~~filed~~common ~~with~~stock ~~the~~has ~~state~~been cancelled accordingly. As a result of ~~Nevada~~this onstock ~~July~~reverse 22split, ~~2015. Accordingly,~~ the Company’s ~~outstanding~~equity ~~number~~statement ofhas ~~shares~~been ofretroactively ~~common~~restated ~~stock~~so ~~increased~~that ~~from~~the ~~14,600,000~~ending ~~to 146,000,000. All relevant~~outstanding ~~information~~share ~~relating~~balance toas ~~numbers~~ of ~~shares~~the ~~and~~stock ~~per~~split ~~share~~date ~~information~~is ~~have~~equal ~~been retrospectively adjusted~~ to ~~reflect~~ the ~~forward stock~~number ~~split~~of ~~for~~post ~~all~~stock ~~periods presented~~shares.

~~During~~On November 21, 2017, the ~~years~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2016~~Subscription ~~and~~Agreement ~~2015,~~with ~~the~~an ~~Company~~investor, ~~has~~pursuant ~~issued~~to which the ~~following~~investor purchased 4.3 million shares of the Company’s common stock: at $3.5 per share for an aggregate purchase price of $15,050,000.

~~Pursuant~~Statutory ~~to its registration statement, the Company issued 1,000,000,000 shares of common stock at $0.00001 per share for acquisition of AEEGCL.~~reserve

AsIn ofaccordance ~~December~~with ~~31,~~the ~~2016~~Regulations on Enterprises with Foreign Investment of China and ~~2015~~their articles of association, a foreign invested enterprise established in the ~~Company~~PRC ~~has~~is 1required to provide certain statutory reserves,~~146~~ namely general reserve fund,~~000,000~~ ~~shares~~the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign invested enterprise is required to allocate at least 10% of ~~common~~its ~~stock~~annual ~~issued~~after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and ~~outstanding~~staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. These reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s subsidiary AACCL was established as a wholly-owned foreign invested enterprise and therefore is subject to the above mandated restrictions on distributable profits.

~~Reserve~~Additionally, ~~fund~~in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory common reserve at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide for discretionary surplus reserve, at the discretion of the board of directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. These reserves can only be used for specific purposes and are not distributable as cash dividends.

InAs ~~accordance~~a ~~with~~result ~~the~~of ~~relevant~~these PRC laws and regulations inthat ~~the~~require ~~PRC~~annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as general reserve fund, the Company’s PRC subsidiary inis ~~the~~restricted ~~PRC~~in isits ~~required~~ability to transfer a ~~10%~~portion of their ~~profits~~net ~~after~~assets ~~tax~~ to athe ~~reserve~~Company. ~~fund~~The ~~until~~restricted ~~the~~amounts ~~reserve~~include ~~fund~~paid-in ~~reaches~~capital ~~50%~~and ofstatutory ~~the~~reserve ~~registered~~funds ~~capital~~ of the Company’s PRC subsidiary. as determined pursuant to PRC generally accepted accounting principles, totaling $63,950 and $Nil ~~The~~at ~~reserve~~December ~~fund~~31, is2017 ~~non-distributable~~and 2016,respectively.

NOTE 411 – ~~GOODWILL~~CONCENTRATIONS AND RISKS

~~Goodwill~~The ~~was~~Company ~~generated~~maintains ~~through~~certain ~~the~~bank ~~acquisitions~~accounts ~~made~~in by the ~~Company.~~PRC Asand ~~the~~Hong ~~total~~Kong, ~~consideration~~which ~~paid~~are ~~exceeded~~not ~~the~~insured ~~value~~by ofFederal ~~the~~Deposit ~~net~~Insurance ~~assets~~Corporation ~~acquired,~~(“FDIC”) ~~the~~insurance ~~Company~~or ~~recorded~~other ~~goodwill~~insurance. ~~for~~As ~~completed~~of ~~acquisition.~~December At31, ~~the~~2017 ~~date~~and ~~of acquisition~~2016, ~~the~~cash ~~Company~~balances ~~performed~~of a$512,324 ~~valuation~~and $55,059, respectively, towere ~~determine~~maintained ~~the~~at ~~value~~financial ofinstitutions in the ~~intangible~~PRC ~~assets~~and Hong Kong, ~~along~~which ~~with~~were ~~the~~not ~~allocation~~insured ofby ~~assets~~any ~~and~~of ~~liabilities~~the ~~acquired~~authorities.

Net assets of the acquired company	$	(189,921	)
Merger price	$	1,000,000
Balance (goodwill)	$	(1,189,921	)

For the years ended December 31, 2017 and 2016, substantial of the Company’s assets were located in the PRC and substantial of the Company’s revenues were derived from its subsidiaries located in the PRC.

~~NOTE~~For the year ended December 31, 2017, three customers accounted for approximately 10.5%, -18.4% ~~RELATED~~and ~~PARTY~~62.1% ~~TRANSACTIONS~~of the Company’s total revenue. For the year ended December 31, 2016, one customer accounted for approximately 88.8% of the Company’s total revenue.

~~During~~For the year ended ~~September~~December 3031, ~~2015~~2017, ~~the~~one ~~former~~customer ~~CEO~~accounted ~~advanced the Company $12,500~~ for ~~operating~~100% ~~expenses, received payments~~ of ~~$3,276 and forgave~~ the ~~balance~~Company’s ~~owing~~outstanding ofaccounts ~~$50,087~~receivable.

~~During~~NOTE ~~the~~12 ~~year~~– ~~ended~~COMMITMENTS ~~September 30, 2015, the new CEO advanced the Company $9,719 for operating expenses.These advances have been formalized by non-interest bearing demand notes.~~

~~During~~Lease ~~the year ended December 31, 2015, the new CEO advanced the Company $14,608 for operating expenses. During the transition period September 30, 2015, the new CEO advanced the Company $4889.。~~Obligation

39The Company leases office spaces under operating leases. Operating lease expense amounted to $445,117 and $209,479 for the years ended December 31, 2017 and 2016, respectively.

During the year ended December 31, 2016, the new CEO advanced $21,977 to AEEX, $10,065 to AEEGCL, $258,671 to AEEX (HK) and $132,973 to AACCL for operating expenses. These advances have been formalized by nonF-~~interest bearing demand notes.~~15

~~During~~Future ~~the~~minimum ~~year~~lease ~~ended~~payments ~~December~~under ~~31,~~non-cancelable ~~2016,~~operating ~~AEEX~~leases ~~(HK)~~are ~~advanced~~as ~~AEEX~~follows ~~$76,919~~as ~~and~~of ~~AEEGCL~~December $631,~~640~~ ~~for operating expenses. These advances have been formalized by non-interest bearing demand notes.~~2017:

During the year ended December 31, 2016, AACCL advanced AEEX (HK) $116 for operating expenses. These advances have been formalized by non-interest bearing demand notes.

Year ending December 31,
2018	$	563,943
2019		340,147
Thereafter		-
Total	$	904,090

~~NOTE~~Up-listing ~~6 – PROVISION FOR INCOME TAXES~~Commitment

~~United~~November ~~States~~21, 2017, the Company entered into a Subscription Agreement with an investor, pursuant to which the investor purchased 4.3 million shares of the Company’s common stock at $3.5 per share for an aggregate purchase price of $15,050,000(see Note 10).

~~The~~Pursuant to the Subscription Agreement, the Company iswill ~~incorporated~~apply into be listed on the ~~State~~NASDAQ ofCapital ~~Nevada~~Market ~~and~~or similar national securities exchange as is ~~subject~~reasonably acceptable to the ~~U.S.~~Purchaser, ~~federal~~so ~~tax~~that ~~and~~the ~~state~~Company’s ~~statutory~~Common ~~tax~~Stock ~~rates~~will upcommence totrading ~~34%~~on one of ~~and~~the 0%National Exchanges (the “Uplisting”) no later than December 31, ~~respectively~~2018 (the “Uplisting Deadline”). NoIf the ~~provision~~Company ~~for~~does ~~income~~not ~~taxes~~complete inUplisting on or before the ~~United~~Uplisting ~~States~~Deadline, the Investor, within 30 days following the Uplisting Deadline, has ~~been~~the ~~made~~right asto request the Company ~~had~~to nobuy ~~taxable~~back ~~income~~any ~~for~~ number of the ~~fiscal~~Shares, ~~year~~at ~~ended~~the ~~December~~same 31price of the Purchase Price Per Share, ~~2016~~subject to the terms and ~~2015~~conditions of the Subscription Agreement.

~~Hong Kong~~F-16

~~AEEX HK~~ITEM is9 ~~subject~~CHANGES toIN ~~Hong~~AND ~~Kong~~DISAGREEMENTS ~~profits~~WITH ~~tax~~ACCOUNTANTS atON aACCOUNTING ~~rate~~AND ofFINANCIAL 16DISCLOSURE.5%, and did not have any assessable profits arising in or derived from Hong Kong for the fiscal year ended December 31, 2016 and 2015 and and accordingly no provision for Hong Kong profits tax made in these periods

~~PRC~~Changes in Registrant’s Independent Registered Public Accounting Firm

~~AACCL~~The isCompany adecided ~~PRC~~to ~~operating~~change ~~company~~its independent registered public accounting firm for the annual report of the fiscal years ended December 31, 2017 and is2016 ~~subject~~and tothe ~~PRC~~remainder ~~Enterprise~~of ~~Income~~the ~~Tax~~fiscal year ending December 31, 2018. ~~Pursuant~~On toFebruary 8, 2018, the ~~PRC~~Board ~~New~~approved ~~Enterprise~~the ~~Income~~appointment of ~~Tax~~Friedman ~~Law,~~as ~~Enterprise~~the Company’s independent registered public accounting firm for the Company’s fiscal years ended December ~~Income~~31, ~~Tax~~2017 ISand ~~generally~~ending ~~imposed~~December at31, a2018 ~~statutory~~and ~~rate~~the dismissal of ~~25%~~Yongtuo from that role, each effective as of February 8, 2018.

~~The Company~~(a) ~~provides~~Dismissal ~~for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method~~ of ~~ASC~~independent ~~740, deferred~~registered ~~tax~~public ~~assets~~accounting and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.firm

AsThe ofBoard ~~September~~approved ~~30, 2016 and December 31, 2015,~~ the ~~Company~~dismissal ~~had no material unrecognized tax benefits which would favorably affect the effective income tax rates in future periods and does not believe that there will be any significant increases or decreases~~ of ~~unrecognized~~Yongtuo ~~tax~~as ~~benefits within~~ the ~~next twelve months. No interest or penalties relating to income tax matters have been imposed on the~~ Company’s ~~during~~independent ~~the~~registered ~~fiscal~~public ~~year~~accounting ~~ended December 31~~firm,~~2016~~ ~~and~~effective ~~2015, and no provision for interest and penalties is deemed necessary~~ as of February ~~December 31~~8,~~2016~~ ~~and 2015~~2018.

~~According~~Yongtuo’s toaudit ~~the~~reports ~~PRC~~on ~~Tax Administration and Collection Law,~~ the ~~statute~~Company’s ofconsolidated ~~limitations~~financial isstatements ~~three~~as ~~years if the underpayment~~ of ~~taxes~~and isfor ~~due to computational errors made by~~ the ~~taxpayer~~fiscal oryear ~~its~~ended ~~withholding~~December ~~agent.~~31, ~~The~~2016, as ~~statute~~amended ofon ~~limitations~~November ~~extends to five years under special circumstances~~17, ~~which~~2017 ~~are~~did not ~~clearly~~contain ~~defined.~~an Inadverse ~~the~~opinion ~~case~~or of a ~~related~~disclaimer ~~party transaction, the statute~~ of ~~limitations~~opinion ~~is ten~~and ~~years.~~were ~~There~~not isqualified noor ~~statute~~modified as ofto ~~limitations~~uncertainty, inaudit ~~the~~scope ~~case~~or ofaccounting ~~tax evasion~~principles.

	December 31, 2016
	Net loss			Deferred tax assets
AEEX	$	(79410	)	$	26999
AEEGCL		(550	)		-
AEEX (HK)		68487			-11300
AACCL		(244328	)		61082
Income tax credit for the period		-255801			76781

During the fiscal years ended December 31, 2017 and 2016, and the subsequent interim period through February 8, 2018, there were (i) no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Yongtuo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Yongtuo’s satisfaction, would have caused Yongtuo to make reference thereto in their reports, and (ii) no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

40The Company provided Yongtuo with a copy of the disclosures made within this Current Report on Form 8-K and requested that Yongtuo furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. A copy of Yongtuo letter dated February 12, 2018 is filed as Exhibit 16.1 hereto.

~~NOTE 7~~(b) –Appointment ~~COMMITMENTS~~of ~~AND~~new ~~CONTINGENCIES~~independent registered public accounting firm

~~The~~During the fiscal years ended December 31, 2017 and 2016, and the subsequent interim period through February 8, 2018, neither the Company nor ~~has~~anyone noon ~~known~~its ~~commitments~~behalf orconsulted ~~contingencies~~with asFriedman regarding (i) the application of ~~December~~accounting 31principles to a specified transaction, (ii) ~~2016.~~the ~~From~~type ~~time~~of toaudit ~~time~~opinion that might be rendered on the Company’s ~~may~~financial ~~become~~statements aby ~~party~~Friedman, toin either case ~~litigation~~where ~~matters~~written ~~involving~~or ~~claims~~oral ~~against~~advice provided by Friedman would be an important factor considered by the Company. ~~Management~~in ~~believes~~reaching ~~that~~a itdecision as isto ~~adequately~~any ~~insured~~accounting, ~~for~~auditing ~~its~~or ~~operations and~~financial ~~there~~reporting ~~are~~issues noor ~~current~~(iii) ~~matters~~any other matter that ~~would~~was ~~have~~the subject of a ~~material~~disagreement between ~~effect~~us onand ~~the~~our ~~Company’s~~former ~~financial~~auditor, ~~position~~Yongtuo or ~~results~~was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of ~~operations~~Regulation S-K, respectively).

~~NOTE 8 – SUBSEQUENT EVENTS~~22

~~Management has~~ITEM ~~evaluated~~9A ~~subsequent~~CONTROLS ~~events~~AND ~~through the date these consolidated financial statements were issued, and concluded that no subsequent events required disclosure in the financial statements~~PROCEDURES.

41(a) Evaluation of Disclosure Controls and Procedures

~~ITEM~~As required 9by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017. ~~CHANGES~~Disclosure INcontrols ~~AND~~and ~~DISAGREEMENTS~~procedures ~~WITH~~refer ~~ACCOUNTANTS~~to ONcontrols ~~ACCOUNTING~~and ~~AND~~other procedures ~~FINANCIAL~~designed ~~DISCLOSURE~~to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

~~None~~Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2017 because of the material weaknesses set forth below that our management identified in our internal control over financial reporting as of December 31, 2017.

~~ITEM~~(b) ~~9A.~~Management’s ~~CONTROLS~~Annual ~~AND~~Report ~~PROCEDURES.~~on Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2016 because of the material weaknesses set forth below that our management identified in our internal control over financial reporting as of December 31, 2016.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our chief executive officer and chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of ~~September~~December 3031, ~~2016~~2017. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Based on this evaluation and as a result of the material weakness discussed below, our chief executive officer and interim chief financial officer concluded that the Company’s disclosure controls and procedures as of December 31, ~~2016~~2017 were not effective because of the following material weakness in our internal control over financial reporting has been identified:

4223

1. ~~Inadequate~~The ~~Segregation~~Company ofhas ~~Duties:~~insufficient Weaccounting ~~have~~and anfinancial ~~inadequate~~reporting ~~number~~policies ofand ~~personnel~~procedures, which lead to ~~properly~~inadequate ~~implement~~financial ~~control~~statement ~~procedures~~closing process. 2. ~~Insufficient~~Material ~~Written~~audit ~~Policies~~adjustments &were ~~Procedures:~~proposed Weby ~~have~~the ~~insufficient~~auditors ~~written~~and ~~policies~~recorded ~~and~~by ~~procedures~~the Company for ~~accounting~~fiscal years 2017 and ~~financial~~2016; ~~reporting~~3. WeLack ~~have~~of anfull-time ~~inadequate~~qualified ~~financial~~U.S. ~~statement~~GAAP ~~closing~~personnel ~~process.~~in 3.the Weaccounting dodepartment ~~not~~with ~~have~~sufficient ~~independent~~knowledge ~~directors~~of orUS anGAAP ~~audit~~and ~~committee.~~SEC reporting standards;

Management is committed to improving its internal controls and will (1) plan to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

~~Changes~~( c ) Changes in internal control over financial reporting

~~Except~~The management is committed to improving the internal controls over financial reporting and will undertake the consistent improvements or enhancements on an ongoing basis. Except for the matters described above, there were no changes in our internal controls over financial reporting during ~~the~~our ~~fourth~~most ~~quarter of~~recent ~~our~~ fiscal ~~year~~quarter ~~ended December 31, 2016~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

~~We have no information to disclose that was required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2016, but was not reported~~None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following sets forth the name and position of each of our current executive officers and directors.

NAME	AGE	POSITION
Jun Liu	41	Chairman of the Board, President and Chief Executive Officer
Xiangyu Wang	45	Chairman of the Board, President and Chief Executive Officer
Tao Peng	31	Director and Chief Technical Officer
Zaixian Yu	37	Director and Secretary
Zaixian Yu	38	Director and Secretary
Yau Chit Man Samuel	57	Director and Chief Financial Officer
Yue Ming	30	Chief Financial Officer

~~Jun~~Mr. ~~Liu~~Xiangyu Wang has served as the Chairman of Board, President and Chief Executive Officer since ~~July~~September 58, ~~2015~~2017 and ~~was~~has served ~~our~~as ~~Chief~~the ~~Financial Officer~~vice ~~from~~president ~~December~~of ~~15,~~the ~~2015~~Company ~~until~~since ~~July~~February ~~1, 2016~~2017. ~~Mr.~~From ~~Liu~~October ~~has~~2015 ~~about~~to 20February ~~years management experience in various industries. Since March 2003~~2017, ~~Mr.~~he ~~Liu has~~ served as ~~a director of~~ the ~~sub-center~~general manager ~~for~~and ~~the~~founding ~~State~~partner ~~Government~~of ~~Online~~Shenzhen ~~Project~~Qianhai ~~Service~~Ruixin ~~Center~~Capital inManagement ~~Shenzhen~~Co., ~~and~~ MrLimited. ~~Liu~~From ~~Jun~~April ~~also~~2015 ~~currently~~to ~~serves~~October on2015, he served as the ~~Expert~~vice ~~Committee~~president of ~~E-commerce~~Moxian, ~~for~~Inc., ~~several~~a ~~universities~~NASDAQ ~~and~~listed iscompany ~~Honorary~~engaging ~~Vice~~in ~~Headmaster and~~the ~~visiting~~business ~~professor~~ of Siproviding ~~Chuan~~social ~~Culture~~marketing and ~~Media~~promotion platforms ~~College.~~that ~~From~~are ~~November~~designed ~~2014~~ to ~~June~~help ~~2015,~~merchants ~~Mr.~~to ~~Liu~~advertise ~~was~~through ~~President~~social ~~and~~media ~~sole director~~to ofaccelerate ~~AACCL~~business ~~Gold~~growth. ~~Corporation~~From ~~(“AACCL”),~~June ~~which~~2013 to isFebruary an2015, ~~internet~~he ~~financial~~served ~~company~~as ~~with~~the ~~common~~founding ~~stock~~partner ~~being~~and ~~quoted on~~chief ~~the~~consultant ~~OTC~~in ~~Markets~~Shanghai ~~under~~Chenshi ~~the~~Management ~~trading~~Consulting ~~symbol~~Co., ~~“ELRE~~Ltd.” From May ~~2008~~2009 to ~~December~~May ~~2009~~2013, he served as ~~Chairman~~the ~~and~~executive ~~President of~~vice ~~Morgan~~president ~~Networks~~in ~~one~~Shanghai ofShipeng ~~the~~Laboratory ~~first~~(Science ~~online~~and ~~shopping~~Technology) ~~centers~~Group. Mr. inWang ~~China.~~obtained ~~From~~a ~~December~~bachelor’s ~~2000~~degree toin ~~December~~science ~~2001,~~in ~~Mr.~~Business ~~Liu~~Administration ~~served~~and asInformation ~~head~~Sciences and a master’s ofdegree ~~marketing~~in atComputer ~~Alibaba~~Science ~~Group.~~from ~~Mr.~~Northwestern ~~Liu~~Polytechnic ~~graduated~~University ~~from~~in the ~~Harbin~~U.S ~~Institute~~in of2000 ~~Technology~~and ~~Department~~2001, ofrespectively. ~~Applied~~He ~~Physics~~obtained ~~with~~ a ~~Bachelor~~ doctor’s degree ~~and~~in isBusiness aAdministration ~~Distinguished~~from ~~Member~~Shanghai ofJiaotong ~~the~~University ~~Chinese~~in ~~Academy of e-government experts~~2010.

Tao Peng has served as our director and Chief Technical Officer since July 5, 2015 and was our Treasurer from July 5, 2015 until July 1, 2016. From November 2014 to present, he has served as the Chief Technical Officer of AACCL. From November 2010 to November 2014, Mr. Peng served as Director of Technical Department of Shenzhen Shangyuan E-commerce Technology Co., Ltd., where he was responsible for software development and department management. Mr. Peng Tao received his Bachelor’s Degree in Computer Science and Technology and Software Engineering from Hunan Institute of Science and Technology in October 2010.

Zaixian Yu has served as our director since December 26, 2016 and our Secretary since July 1, 2016. Ms. Yu served as a training manager assistant and training manager at ZTE Corporation, one of global IT Top 100 Enterprises and Top 10 Public Companies in China, from 2003 to 2006. From 2007 to 2011, she was an international sales manager in charge of sales, order follow-up and customer relationship at Shenzhen Sunidea Technology Co., Ltd. Prior to joining the Company as the secretary of the Board in 2015, Ms. Yu served as the vice president for customer relationship and market development at Shangyuan Electronic Commence Co., Ltd. from 2012 to 2014. Ms. Yu holds a Bachelor’s degree in English literature from Xi’an International Studies University.

~~Yue~~Yau ~~Ming~~Chit Man Samuel has served as our director and Chief Financial Officer since ~~March~~October 2430, 2017. MsMr. ~~Ming~~Yau ~~has~~had ~~more than 8 years corporate finance and accounting experience. She has~~ served as ~~our~~the financial ~~Treasurer~~controller ~~since~~of ~~January~~Hontrade ~~20,~~Engineering ~~2017.~~Limited ~~From~~from ~~December~~May 1,2010 ~~2014~~ to March ~~23,~~ 2017~~, she acted as the Company’s internal accountant~~. ~~Prior to joining the Company, Ms~~Mr. ~~Ming~~Yau ~~was~~is ~~employed~~a ~~for~~licensed ~~more~~CPA ~~than~~in 4Hong ~~years~~Kong ~~by Shenzhen Yamuna Science~~ and ~~Technology~~the United CoStates., ~~Ltd~~Mr., anYau ~~international~~obtained ~~trade~~a ~~company,~~bachelor’s ~~most~~degree ~~recently~~in asBusiness ~~finance~~Administration ~~manager~~and ~~from~~Accounting ~~April 12,~~& ~~2010~~Management toInformation Systems ~~November~~and ~~30,~~a ~~2014.~~master’s ~~Ms.~~degree ~~Ming~~in ~~started her accounting career at Shenzhen Hui Tian~~ Accounting ~~Firm on July 1~~, ~~2009~~both ~~after she graduated~~ from ~~Central~~University ~~China~~of ~~Normal~~Hawaii ~~University~~at ~~where~~Manoa ~~she~~in ~~majored~~1985 inand ~~international~~1987, ~~trade~~respectively.

Directors are elected until their successors are duly elected and qualified.

Family Relationships

~~There~~No ~~are no~~ family relationships exist among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

All directors hold office until the next annual stockholders’ meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and are qualified. Our officers serve at the will of the Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	●	been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Composition

The board of directors is currently composed of three members, Mr. ~~Jun~~Xiangyu ~~Liu~~Wang, Mr. ~~Tao~~Yau ~~Peng~~Chit Man Samuel and Ms. Zaixian Yu. All board action requires the approval of a majority of the directors in attendance at a meeting at which a quorum is present.

We currently do not have standing audit, nominating or compensation committees. Our entire board of directors handles the functions that would otherwise be handled by each of the committees. We intend, however, to establish an audit committee, a nominating committee and a compensation committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefit policies (including stock options), including compensation of executive officers.

None of our directors is an audit committee financial expert. Upon the establishment of an audit committee, the board will determine whether any of the directors qualify as an audit committee financial expert.

Code of Business Ethics and Conduct

We have adopted a Code of Business Conduct and Ethics relating to the conduct of our business by our employees, officers and directors. We intend to maintain the highest standards of ethical business practices and compliance with all laws and regulations applicable to our business, including those relating to doing business outside the United States. During the fiscal year ended December 31, ~~2016~~2017, there were no amendments to or waivers of our Code of Business Ethics and Conduct. If we effect an amendment to, or waiver from, a provision of our Code of Business Ethics and Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver via a current report on Form 8-K.

Our Code of Business Conduct and Ethics has been filed as Exhibit 14.2 to the Annual Report on Form 10-K for fiscal year ended September 30, 2015. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Asia Equity Exchange Group, Inc., Suite ~~2603~~2501A, 2625/F, ~~COFCO~~Skyline Tower, ~~262~~39 ~~Gloucester~~Wang Kwong Road, ~~Causeway~~Kowloon Bay, Hong Kong.

Section 16(A) Beneficial Ownership Reporting Compliance

Not applicable.

ITEM 11.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the fiscal years ended December 31, ~~2016~~2017 and ~~2015~~2016. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

						Stock
						Awards		Option
Name and Principal Position	Year		Salary ($)(1)			($)		Awards ($)		Total ($)
Jun Liu, President, Chief Executive Officer (2)		2016		8,646			-		-		8,646
Xiangyu Wang, President, Chief Executive Officer (2)		2017		28,531			-		-		28,531
		2015		9,240			-		-		9,240
		2016		-			-		-		-
Michael Staples, former President and Chief Executive Officer (2)		2016		-			-		-		-
Jun Liu, former President and Chief Executive Officer (2)		2017		19,994			-		-		19,994
		2015		10,000	(3)		-		-		10,000
		2016		9,042	(3)		-		-		9,042

(1) The amounts reported in this table have been converted from RMB to U.S. dollars based on the average conversion rate between the U.S. dollar and RMB for the applicable fiscal year, or RMB 1 to $0.~~144155~~1481 (fiscal year ~~2016~~2017 exchange rate), RMB 1 to $0.~~153998 (2015~~1504 (2016 exchange rate).

(2) Mr. ~~Liu~~Wang was appointed as President and Chief Executive Officer on ~~July~~September 68, ~~2015~~2017 upon Mr. ~~Staples~~Liu’s resignation on the same date. Mr. Wang received $28,531 for the fiscal year ended December 31, 2017.

(3) Mr. ~~Staples~~Liu received 10$19,~~000,000~~994 ~~shares~~for ofthe ~~Common~~fiscal ~~Stock~~year ~~for~~ended ~~compensation~~December ~~of $10~~31,~~000~~ as2017 ~~the~~compared ~~Company’s~~with ~~officers~~$9,042.

Summary of Employment Agreements

Asian Equity Exchange Group ~~Company~~Co., ~~Limited~~Ltd. and Jun Liu entered into a ~~five~~three year employment agreement effective ~~July~~August 61, ~~2015~~2017. Under ~~the~~ the agreement Mr. Liu is entitled to receive an annual salary of ~~RMB 60~~RMB240, 000 or $835,~~646~~544 (fiscal year ~~2016~~2017 exchange rate).

~~Outstanding Equity Awards at Fiscal Year-End 2016~~ 27

~~There~~Outstanding ~~was~~Equity noAwards ~~unexercised~~at ~~option,~~Fiscal ~~stock~~Year-End ~~that has not vested or equity incentive plan award for any named executive officer as of December 31, 2016.~~2017

There was no unexercised option, stock that has not vested or equity incentive plan award for any named executive officer as of December 31, 2017.

Compensation of Directors

There have been no fees earned or paid in cash for services to our directors. No stock or stock options or other equity incentives were awarded to our directors for their services as directors during the fiscal year ended December 31, ~~2016~~2017. In the future, we may adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. However, we do reimburse each director for reasonable travel expenses related to such director’s attendance at board of directors and committee meetings.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us with respect to the beneficial ownership of our Common Stock as of the close of business on March 24[ ], ~~2017~~2018 (the “Reference Date”) for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each named executive officer, (iii) each of our directors and nominees, and (iv) all of our executive officers and directors as a group:

Names of Management and Names	Amount and Nature of
of Certain Beneficial Owners ⁽¹⁾	Beneficial Ownership ⁽¹⁾
	Number ⁽²⁾		Percent ⁽³⁾
Jun Liu Hao, Rong Chao Da Xia, Block B Room 609 Bao’an Zhong Xin Qu Shenzhen City 2021-1 China, 518101		4,466,000		3.76	%

Xiang yu Wang, Director and CEO		-		*

Yau Chit Man Samuel, Director and CFO		-		*

Zaixian Yu, Director and Secretary Room 402, 7^th Building, Yu Kang Hua Yuan, 14 XueFu Road, NanShan District, Shenzhen, Guangdong, China, 518000		-		*

All executive officers and directors as a group (4 persons)		4,446,000		3.76	%

5% Security Holders

Blue Tech Holding Limited ⁽⁴⁾ Room 1504, No.11, Sheng Shi Hua Cheng, Yinzhou District, Ningbo Zhejiang, China		50,000,000		42.05	%
Great State Investments Limited⁽⁵⁾ Portcullis Chambers P.O.Box 1225 Apia, Samoa		20,000,000		16.82	%
Qi Jian Unit B, 5/F, CKK Commercial Centre 289 Hennessy Road Wanchai, Hong Kong		6,000,000		5.05	%

Names of Management and Names	Amount and Nature of
of Certain Beneficial Owners (1)	Beneficial Ownership (1)
	Number (2)		Percent (3)
Jun Liu, Chief Executive Officer, President and Chairman Hao, Rong Chao Da Xia, Block B Room 609 Bao’an Zhong Xin Qu Shenzhen City 2021-1 China, 518101		44,660,000		3.9	%
Yue Ming, Chief Financial Officer NO.26, LiuTang Road, XiXiang Street, Bao’an District, Shenzhen, Guangdong, China, 518101		-		*
Zaixian Yu, Director and Secretary Room 402, 7th Building, Yu Kang Hua Yuan, 14 XueFu Road, NanShan District, Shenzhen, Guangdong, China, 518000		-		*
Tao Peng, Director and Chief Technical Officer Room 208, 5th Block, 19 FuGong Road, FuTian District, Shenzhen, Guangdong, China, 518101		5,000,000		0.44	%
All executive officers and directors as a group (4 persons)		49,660,000		4.34	%
5% Security Holders
Blue Tech Holding Limited (4) Room 1504, No.11, Sheng Shi Hua Cheng, Yinzhou District, Ningbo Zhejiang, China		500,000,000		43.63	%
Great State Investments Limited(5) Portcullis Chambers P.O.Box 1225 Apia, Samoa		200,000,000		17.45	%
Asian Equity Exchange CO., LTD(6)		70,000,000		6.11	%
Portcullis TrustNet Chambers,
P.O.Box 1225
Apia, Samoa
Qi Jian Unit B, 5/F, CKK Commercial Centre 289 Hennessy Road Wanchai, Hong Kong		60,000,000		5.24	%

*	Denotes less than 1% of the outstanding shares of Common Stock.
(1)	The number of shares beneficially owned is determined under Securities and Exchange Commission (“SEC”) rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power, and also any shares which the individual has the right to acquire within 60 days of the Reference Date, through the exercise or conversion of any stock option, convertible security, warrant or other right (a “Presently Exercisable” security). Including those shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
(2)	Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of Common Stock listed as owned by that person or entity.
(3)	A total of 148 shares of Common Stock are considered to be outstanding on March 27, 2018. For each beneficial owner above, any Presently Exercisable securities of such beneficial owner have been included in the denominator, pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
(4)	Ma Ning has controlling interests and exercises voting and investment power over the shares owned by Blue Tech Holding Limited. Liu Jun is the beneficial owner of Blue Tech Holding Limited in accordance with a declaration of trust dated November 10, 2015 entered into between Ma Ning and Liu Jun.
(5)	Liu Haiyun has controlling interests and exercises voting and investment power over the shares owned by Great State Investments Limited.

(2)	Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power(or shares that power with that person’s spouse) with respect to all shares of Common Stock listed as owned by that person or entity.
(3)	A total of 1,146,000,000 shares of Common Stock are considered to be outstanding on March 24, 2017. For each beneficial owner above, any Presently Exercisable securities of such beneficial owner have been included in the denominator, pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
(4)	Ma Ning has controlling interests and exercises voting and investment power over the shares owned by Blue Tech Holding Limited.
(5)	Liu Haiyun has controlling interests and exercises voting and investment power over the shares owned by Honest Billion Investment Limited.
(6)	Feng Ka has controlling interests and exercises voting and investment power over the shares owned by Asia Equity Exchange CO., LTD.

Changes in Control

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

~~None~~Mr. Jun Liu is the founder, former Chief Executive Officer (“CEO”) and current major shareholder of the Company. Mr. Liu periodically provides non-interest bearing working capital loan to support the Company’s operations when needed. As of December 31, 2017 and 2016, the balances due to Mr. Liu amounted to $583,787 and $423,570, respectively.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

Our Board of Directors has determined that it does not have a member that is “independent” as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Exchange Act.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Independent Registered Public Accounting Firm’s Fees and Services

OnChanges ~~June~~in 30, 2016, the Company dismissed Anthony Kam & Associates Limited, CPA (“AKAM”) as the independent registered public accounting firm of the Company, effective immediately. Concurrent with the dismissal of AKAM, the Company, upon the Board of DirectorsRegistrant’ ~~approval, engaged Crowe Horwath (HK) CPA Limited (“Crowe Horwath”) as the Company’~~s ~~independent registered~~Independent ~~public~~Registered ~~accounting~~Public ~~firm,~~Accounting ~~effective immediately.~~Firm

OnThe ~~September 22, 2016, the~~ Company ~~was~~decided ~~advised~~to ~~that~~change ~~Crowe~~its ~~Horwath~~independent ~~would~~registered ~~no longer provide audit and assurances services to~~ public ~~companies~~ ~~subject~~accounting tofirm for the ~~statutes~~annual ~~and~~report ~~regulations~~ of the ~~United~~fiscal ~~States~~years ~~effective~~ended asDecember 31, of2017 ~~October~~and 1, 2016. ~~Accordingly,~~and the ~~Company, with~~remainder of the ~~approval~~fiscal ofyear ~~its~~ending ~~Board~~December ~~of Directors~~31, ~~dismissed~~2018. ~~Crowe~~On ~~Horwath~~February ~~as its independent registered public accounting firm~~8, ~~effective September 28~~2018, ~~2016. Concurrent with~~ the ~~dismissal~~Board of ~~Crowe~~Director ~~Horwath,~~ of the Company, ~~upon~~ (the ~~approval~~“Board”) ofapproved the ~~Board~~appointment of ~~Directors, engaged~~Friedman ~~DCAW~~LLP (~~CPA) Limited (~~“~~DCAW~~Friedman”) as the Company’s independent registered public accounting firm, ~~effective immediately.~~and ~~DCAW~~the ~~changed~~dismissal ~~its~~of ~~name~~Yongtuo tofrom ~~Centurion~~that ZDrole, ~~CPA~~effective ~~Limited~~as onof ~~October~~February 258, ~~2016~~2018.

48On March 24, 2017, the Company dismissed Centurion ZD CPA Limited and engaged Beijing Yongtuo CPAs (Special general partner) (Shenzhen Branch) (“BY”) as the independent registered public accounting firm of the Company with the approval of its Board of Directors, effective immediately.

OnThe ~~March~~aggregate ~~24,~~audit ~~2017,~~fee ~~the~~and ~~Company~~other ~~dismissed~~fees ~~Centurion~~paid ~~ZD CPA Limited~~ and ~~engaged~~payable ~~Beijing~~to ~~Yongtuo~~Friedman, ~~CPAs (Special general partner) (Shenzhen Branch) (“~~BY”) asand ~~the~~Centurion ~~independent~~ZD ~~registered~~CPA ~~public~~for ~~accounting firm of~~ the ~~company~~years ~~with~~ended ~~the~~December ~~approval~~31, ~~of its Board~~2017 ofand ~~Directors,~~2016 ~~effective~~are ~~immediately.~~as follows:

	Fiscal Year Ended December 31,
	2016		2015
	2017		2016
Audit Fees (1)	$	3198,~~225~~645	$	103,~~000~~225
Audit Related Fees		4,495		-
Audit Related Fees (2)		-		4,495
Tax Fees (2)		900		500
Tax Fees (3)		500		900
All Other Fees		108		-
All Other Fees (4)		-		108
Total Fees	$	8199,~~728~~145	$	108,~~500~~728

(1)	Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4)	All other fees consist of fees billed for all other services.

Pre-Approval Policies and Procedures

All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent auditor must be approved by the Board of Directors in advance, except non-audit services (other than review and attestation services) if such services fall within exceptions established by the SEC. The Board of Directors will pre-approve any permissible non-audit services to be provided by the Company’s independent auditors on behalf of the Company that do not fall within any exception to the pre-approval requirements established by the SEC. The Board of Directors may delegate to one or more members the authority to pre-approve permissible non-audit services, but any such delegate or delegates must present their pre-approval decisions to the Board of Directors at its next meeting. All of our accountants’ services described above were pre-approved by the Board of Directors or by one or more members under the delegate authority described above.

4930

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibit List

The list of exhibits in the Exhibit Index to this Report is incorporated herein by reference.

50EXHIBIT INDEX

Exhibit No.		Description

3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on November 12, 2013)

3.2		Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on July 22, 2015 (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2015)

3.3		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on November 12, 2013)

10.1		Subscription Agreement (incorporated by reference to exhibit 99.1 in our Registration Statement on Form S-1 filed on November 12, 2013)

10.2		Informal Agreement with Company Officer (incorporated by reference to exhibit 99.2 in our Amended Registration Statement on Form S-1/A filed on February 5, 2014

10.3		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Asia Equity Exchange Group Co., Ltd. Dated November 30, 2015.(Incorporated by reference. Filed with our Form 8-K dated December 1, 2015.

10.4		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of ASIA EQUITY EXCHANGE GROUP CO., LTD. Dated November 30, 2015 (incorporated by reference to our Current Report on Form 8-K filed on December 1, 2015)

10.5		Reverse Stock Split Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as with the Secretary of State of the State of Nevada filed on July 19, 2017

10.6		Subscription Agreement by and between the Company and Yanru Zhou, dated November 21, 2017

10.7		Letter from Beijing Yongtuo CPAs (Special general partner) Shenzhen Branch to the Securities and Exchange Commission dated February 12, 2018

14.1		Code of Business Conduct and Ethics of the registrant (incorporated by reference to Exhibit 14.2 to the Annual Report on Form 10-K for fiscal year ended September 30, 2015).

14.2		Code of Ethics filed as an exhibit to our Form 10-K Annual Report for September 30, 2015.Filed January 11, 2016.

31.1*		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Interactive data files pursuant to Rule 405 of Regulation S-T.

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~March~~April 3013, ~~2017~~2018

~~Asia~~ASIA ~~Equity~~EQUITY ~~Exchange~~EXCHANGE ~~Group~~GROUP, ~~Inc~~INC. By: /s/ ~~Jun~~Xiangyu ~~Liu~~Wang ~~Jun~~Xiangyu ~~Liu~~Wang Chief Executive Officer By: /s/ ~~Yue~~Yau ~~Ming~~Chit ~~Yue~~Man ~~Ming~~Samuel Yau Chit Man Samuel Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jun Liu	Chairman and Chief Executive Officer	March 30, 2017
/s/ Xiangyu Wang	Chairman and Chief Executive Officer	April 13 , 2018
Jun Liu	(Principal Executive Officer)
Xiangyu Wang	(Principal Executive Officer)
/s/ Yue Ming	Chief Financial Officer	March 30, 2017
/s/ Yau Chit Man Samuel	Director and Chief Financial Officer	April 13, 2018
Yue Ming	(Principal Financial and Accounting Officer)
Yau Chit Man Samuel	(Principal Financial and Accounting Officer)
/s/ Zaixian Yu	Director and Secretary	~~March~~April 3013, ~~2017~~2018
Zaixian Yu
/s/ Tao Peng	Director and Chief Technical Officer	March 30, 2017
Tao Peng

5132

EXHIBIT INDEX

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on November 12, 2013)
3.2		Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on July 22, 2015 (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2015)
3.3		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on November 12, 2013)
10.1		Subscription Agreement (incorporated by reference to exhibit 99.1 in our Registration Statement on Form S-1 filed on November 12, 2013)
10.2		Informal Agreement with Company Officer (incorporated by reference to exhibit 99.2 in our Amended Registration Statement on Form S-1/A filed on February 5, 2014
10.3		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of Asia Equity Exchange Group Co., Ltd. Dated November 30, 2015.(Incorporated by reference. Filed with our Form 8-K dated December 1, 2015.
10.4		Loan Agreements between Liu Jun and Asia Equity Exchange Group, Inc. executed between August 30, 2015 and March 31, 2016.
10.31		Sale and Purchase Agreement for the Acquisition of 100% of the shares and assets of ASIA EQUITY EXCHANGE GROUP CO., LTD. Dated November 30, 2015 (incorporated by reference to our Current Report on Form 8-K filed on December 1, 2015)
14.1		Code of Business Conduct and Ethics of the registrant (incorporated by reference to Exhibit 14.2 to the Annual Report on Form 10-K for fiscal year ended September 30, 2015).
14.2		Code of Ethics filed as an exhibit to our Form 10-K Annual Report for September 30, 2015.Filed January 11, 2016.
21.1*		List of subsidiaries of the registrant
31.1*		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Interactive data files pursuant to Rule 405 of Regulation S-T.

* Filed herewith

Filing Compare · ASIA EQUITY EXCHANGE GROUP, INC.