SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)

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



For
the fiscal year ended December 31, 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 number 000-55561



FRANKLIN
HILL ACQUISITION CORPORATION

(Exact
name of registrant as specified in its charter)



|Delaware                            |  | 81-1004200             
|----------------------------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (I.R.S.
    Employer   
|incorporation
    or organization)  |  | Identification
    No.)



9545
Wilshire Boulevard #610

Beverly
Hills, California 90212

(Address
of principal executive offices) (zip code)



215
Apolena Avenue

Newport
Beach, CA 92662

(Former
Address of principal executive offices) (zip code)



Registrant’s
telephone number, including area code: 6019-2956890



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



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



Common
Stock, $.0001 par value per share

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☒ No



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



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  ☐ No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒  Yes
☐  No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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. ☒ Yes  ☐ No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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 | ☒
|                        | Emerging growth company                         | ☐                        



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒  Yes ☐ No



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter. $ 0



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.



|Class                               |  | Outstanding
    at March 30, 2018
|----------------------------------- |  | ---------------------------------
|Common Stock, par
    value $0.0001 |  | 20,500,000                       



Documents
incorporated by reference: none


















FRANKLIN
HILL ACQUISITION CORPORATION

ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017



Table
of Contents



|PART I                                                                                                               | 1 
|-------------------------------------------------------------------------------------------------------------------- | --
|Item 1. Business                                                                                                     | 1 
|Item 1A. Risk Factors                                                                                                | 2 
|Item 1B. Unresolved Staff Comments                                                                                   | 2 
|Item 2. Properties                                                                                                   | 2 
|Item 3. Legal Proceedings                                                                                            | 2 
|Item 4. Mine Safety Disclosures                                                                                      | 2 
|PART II                                                                                                              | 3 
|Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 3 
|Item 6. Selected Financial Data                                                                                      | 3 
|Item 7. Management’s Discussion and Analysis of Financial Condition or Results of Operations                         | 4 
|Item
    7A. Quantitative and Qualitative Disclosures About Market Risk                                              |   
|Item 8. Financial Statements and Supplementary Data                                                                  | 5 
|Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 5 
|Item 9A. Controls and Procedures                                                                                     | 5 
|Item 9B. Other Information                                                                                           | 5 
|PART III                                                                                                             | 6 
|Item 10. Directors, Executive Officers and Corporate Governance                                                      | 6 
|Item 11. Executive Compensation                                                                                      | 7 
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              | 8 
|Item 13. Certain Relationships and Related Transactions, and Director Independence                                   | 9 
|Item 14. Principal Accountant Fees and Services                                                                      | 9 
|PART IV                                                                                                              | 10
|Item 15. Exhibits and Financial Statement Schedules                                                                  | 10
|EXHIBIT INDEX                                                                                                        | 10
|SIGNATURES                                                                                                           | 11







i







PART
I



ITEM
1. BUSINESS



Franklin
Hill Acquisition Corporation (the “Company”) was incorporated on December 11, 2015 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has
been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.



The
Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934
(the “Exchange Act”) and Rule 12(g) thereof on January 7, 2016 which became automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-Q and annual reports Form 10-K.



At
the period covered by this Report, the Company had no employees and two officers, directors and shareholders.



The
former president of the Company was also the president, director and shareholder of Tiber Creek Corporation. Tiber Creek Corporation
assists companies in becoming public companies and assists companies with introductions to the financial community. Such services
may include, when and if appropriate, the use of an existing reporting company such as the Company.



Tiber
Creek will typically enter into an agreement with a private company to assist it in becoming a public reporting company and for
its introduction to brokers and market makers. A private company may become a public reporting company by effecting a business
combination with an existing public reporting company such as the Company or by a filing registration pursuant to the Securities
Act of 1933 (typically a Form S-1) or the Securities Exchange Act of 1934 (Form 10).



A
combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.



As
of December 31, 2017, the Company had not generated revenues since inception. For the year ended December 31, 2017 and 2016, the
Company had net loss of $22,798 and $19,265 As of December 31, 2017 and 2016, the Company had accumulated deficit of $46,125
and $23,327.



The
Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going
concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial
support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully
locate and negotiate with a business entity for the combination of that target company with the Company.



Management
of the Company will pay all expenses incurred by the Company. Management does not expect any repayment for such paid expenses.



There
is no assurance that the Company will ever be profitable.





1







On May 20, 2016, the Company effected a change in control
with redemption of 19,500,000 of the 20,000,000 outstanding shares of common stock pro rata from the then two shareholders thereof.
The then current officers and directors of the Company resigned and new officers and directors were elected. On May 23, 2016, the
Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par and at a discount
of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock to the following people:



19,000,000 shares to Khoo Lay Wah the newly elected sole officer
and director

500,000 shares to Max Niche Saint Solution Pte. Ltd.





With
the issuance of the stock and the redemption of 19,500,000 shares of stock, the Company effected a change in its control and the
new majority shareholder(s) elected new management of the Company. The Company may develop its business plan by future acquisitions
or mergers but no agreements have been reached regarding any acquisition or other business combination. The Company changed its
name as part of the change in control. If the Company makes any acquisitions, mergers or other business combination, the Company
will file a Form 8-K but until such time the Company remains a shell company.



ITEM
1A. RISK FACTORS



We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.



ITEM
1B. UNRESOLVED STAFF COMMENTS



None.



ITEM
2. PROPERTIES



The
Company has no properties and at the period covered by this Report has no agreements to acquire any properties. The Company currently
uses the offices of Management at no cost to the Company.



ITEM
3. LEGAL PROCEEDINGS



There
is no litigation pending or threatened by or against the Company.



Management
is aware that certain current and prior blank check companies of which Messrs. Cassidy and McKillop were the officers and directors
have received subpoenas for documents in regard to a formal investigation by the Securities and Exchange Commission (In the matter
HO-12590) requesting documentation regarding the share ownership of those companies. Management has no independent knowledge or
information regarding these subpoenas but believes it is part of a wider review by the SEC concerning the filing of management
ownership reports.



ITEM
4. MINE SAFETY DISCLOSURES.



Not
applicable.





2







PART
II



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



There
is currently no public market for the Company’s securities.



Following
a business combination, a target company will normally wish to cause the Company’s common stock to trade in one or more United
States securities markets. The target company may elect to take the steps required for such admission to quotation following the
business combination or at some later time.



At
such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.



The
OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.



As
such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market.



In
general, there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It
is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.



Since
inception, the Company has sold securities which were not registered as follows:



|Number Of Shares 
|-----------------
|DATE             
|                 
|December 11, 2015
|May 20, 2016     
|                 
|December 11, 2015
|May 20, 2016     
|                 
|May 23, 2016     
|                 
|May 23, 2016     
|                 
|July 1, 2016     



|(1) | James M. Cassidy, former president and former director
of the Company, is the sole shareholder and director of Tiber Creek Corporation, a Delaware corporation, which company has agreed
to assist the Company in registering its stock and introductions to the brokerage community.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM
6. SELECTED FINANCIAL DATA.



There
is no selected financial data required to be filed for smaller reporting company.





3







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



Franklin
Hill Acquisition Corporation was incorporated on December 11, 2015 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and acquisitions. Franklin Hill Acquisition Corporation
(“Franklin Hill” or the “Company”) is a blank check company and qualifies as an “emerging growth
company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012.



Since
inception Franklin Hill’s operations to date of the period covered by this report have been limited to issuing shares of
common stock to its original shareholders and filing a registration statement on Form 10 on July 28, 2015 with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.



Franklin
Hill has no operations nor does it currently engage in any business activities generating revenues. Franklin Hill’s principal
business objective is to achieve a business combination with a target company.



A
combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.



No
assurances can be given that Franklin Hill will be successful in locating or negotiating with any target company.



The
most likely target companies are those seeking the perceived benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be available in many different industries and at various stages
of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult
and complex.



The
search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which
is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It
is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business
may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which
the Company may offer.



In
implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction,
it is likely that the present management and shareholders of the Company will no longer be in control of the Company. In addition,
it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be
replaced by one or more new officers and directors.



Franklin Hill had not generated revenues and had no income or cash
flows from operations since inception. Franklin Hill had net loss of $22,798 for the year ended December 31, 2017 and had a working
capital deficit of $42,945 and an accumulated deficit of $46,125 as of December 31, 2017.Franklin Hill had net loss of $19,265 for the year ended December 31, 2016 and had a working capital deficit of $20,147
and an accumulated deficit of $23,327 as of December 31, 2016.





The
Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue
as a going concern. At present, the Company has no operations and the continuation of Franklin Hill as a going concern is dependent
upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to
successfully locate and negotiate with a business entity for the combination of that target company with Franklin Hill.



The
former president of Franklin Hill is the president, director and shareholder of Tiber Creek Corporation. Tiber Creek Corporation
assists companies in becoming public reporting companies and with introductions to the financial community.







4







ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The
financial statements for the years ended December 31, 2017 and 2016 are attached hereto.



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



During
the years ended December 31, 2017 and 2016, we have had no disagreements with our accountants on accounting and financial disclosure.



ITEM
9A. CONTROLS AND PROCEDURES



Pursuant
to Rules adopted by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of
the end of the fiscal year under the supervision and with the participation of the Company’s principal executive officer (who
is also the principal financial officer). There have been no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, he believes
that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed
to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed
timely. The principal executive officer is directly involved in the day-to-day operations of the Company.



Management’s
Report of Internal Control over Financial Reporting



The
Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s officer, its president, conducted an evaluation of the effectiveness
of the Company’s internal control over financial reporting as of December 31, 2017, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2017, based
on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system
are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.



The
independent registered public accounting firm for the Company, has not issued an attestation report on the effectiveness of the
Company’s internal control over financial reporting.



Changes
in Internal Control Over Financial Reporting



There
were no changes in the Company’s internal controls over financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal control over financial reporting.



ITEM
9B. OTHER INFORMATION



Not
applicable.







5







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE;



The
Director and Officer of the Company is as follow as of the date of this report:



|Name             |  | Age |  | Positions
    and Offices Held               
|---------------- |  | --- |  | ---------------------------------------------
|                 |  |     |  |                                              
|Khoo
    Lay Wah |  | 59  |  | President,
    Secretary, Treasurer, Director



The
Company has no full time employees. Khoo Lay Wah is the sole officer and director of the Company.



Khoo
Lay Wah serves as the sole officer and director of the Company. Ms. Wah is a Malaysian business woman specializing in property
development and management and holds a Diploma in Management and Secretarial Studies from the United Kingdom. Since 2010, Ms.
Wah has lead the management and expansion of a large shopping complex in Seremban. With her extensive experience and marketing
ability, she was able to successfully land several large international retailers as tenants for the shopping complex. She is an
experienced investor leaning towards incubating start-up firms. She has held executive directorships in public listed companies.



There
are no agreements or understandings for the above-named officer or director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will act at the direction of any other person.



Conflicts
of Interest



The
officers and directors of the Company have organized and expect to organize other companies with an identical structure, purpose,
officers, directors and shareholders. As such management believes there is no conflict of interest in these companies.







6







The
blank check companies with which prior management (including the directors) is involved are identical except for the name. As
and when created, no one blank check company offers management any more favorable terms than the others. Thus no conflict of interest
arises for management between any of the blank check companies.



There
are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders
to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.



Code
of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company
has two persons who are the only shareholders and who serve as the directors and officers. The Company has no operations or business
and does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by
the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there
are activities or transactions which would be subject to this code. At the time the Company enters into a business combination
or other corporate transaction, the current officers and directors will recommend to any new management that such a code be adopted.
The Company does not maintain an Internet website on which to post a code of ethics.



Corporate
Governance. For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board
of directors. At the period covered by this Report, the Company consists of two shareholders who serve as the corporate directors
and officers. The Company has no activities, and receives no revenues.



At
such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors
and commences activities, the Company will propose creating committees of its board of directors, including both a nominating
and an audit committee. Because there are only two shareholders of the Company, there is no established process by which shareholders
to the Company can nominate members to the Company’s board of directors. Similarly, however, at such time as the Company has more
shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures
for shareholder nomination of members to the Company’s board of directors.



ITEM
11. EXECUTIVE COMPENSATION



The
Company’s officers and directors do not receive any compensation for services rendered to the Company, nor have they received
such compensation in the past. The officers and directors are not accruing any compensation pursuant to any agreement with the
Company.



No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.



The
Company does not have a compensation committee for the same reasons as described above.







7







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



The
following table sets forth, as of December 31, 2017, each person known by the Company to be the beneficial owner of five percent
or more of the Company’s common stock and the director and officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.



|                                     |  | Amount of Beneficial |            |  | Percent of Outstanding | 
|------------------------------------ |  | -------------------- | ---------- |  | ---------------------- | 
|Name and Address of Beneficial Owner |  | Ownership            |            |  | Stock                  | 
|                                     |  |                      |            |  |                        | 
|Khoo Lay Wah                         |  |                      | 20,000,000 |  |                        | 
|14440 Big Basin Way #12              |  |                      |            |  |                        | 
|Saratoga, California 95070           |  |                      |            |  |                        | 
|                                     |  |                      |            |  |                        | 
|All Executive Officers and           |  |                      | 20,000,000 |  |                        | 
|Directors as a Group (1 Person)      |  |                      |            |  |                        | 



|(1) | Of
    20,500,000 shares outstanding.
|--- | -------------------------------------







8







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



As of December 31, 2017, the Company issued a total of 20,500,000
shares of common stock pursuant to Section 4(2) of the Securities Act at a discount of $2,000.



Mr. Khoo Lay Wah is a shareholder of
the Company and is the President, Chief Executive Officer, Treasurer, and Chief Financial Officer of the Company. Due to
related parties amounted to $49,443 and $15,642 as of December 31, 2017 and December 31, 2016, respectively. Due to a related
party are fees paid by Khoo Lay Wah on behalf of the Company. The amount due to a related party is unsecured,
non-interest bearing, and due on demand.



The
Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor
does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship
is required. It is likely that neither of the officers and directors would be considered independent directors if it were to do
so.



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.



The
Company has no activities, no income and no expenses except for independent audit and Delaware state fees. The Company’s president
has donated his time in preparation and filing of all state and federal required taxes and reports.



Audit
Fees



The
aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public
accounting firm for the audits of the Company’s annual financial statements and review of financial statements included in the
Company’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or
engagements were as follows:



|Audit-Related Fees December 31, 2017 |  | $ | 7,000 | 
|------------------------------------ |  | - | ----- | 
|                                     |  |   |       | 
|Audit-Related Fees December 31, 2016 |  | $ | 8,500 | 



Audit
Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under “Audit Fees”.



Tax
Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.



All
Other Fees consist of fees for products and services other than the services reported above. There were no management consulting
services provided in fiscal 2017 or 2016.



The
Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before
the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.







9







PART
IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



1)
Financial Statements: The financial statements, related notes and report of independent registered public accounting firm are
included in Item 8 of Part II of this 2017 Annual Report on Form 10-K.



2)
Financial Statement Schedules: All schedules have been omitted because they are not applicable or not required, or the required
information is included in the financial statements or notes thereto.



3)
Exhibits:



|31.1 |  | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)             
|---- |  | -------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)             
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350







10







FINANCIAL
STATEMENTS



|Report of Independent Registered Public Accounting Firm                                     | F-2       
|------------------------------------------------------------------------------------------- | ----------
|                                                                                            |           
|Balance Sheets as of December 31, 2017 and 2016                                             | F-3       
|                                                                                            |           
|Statements of Operations for the year ended December 31, 2017 and 2016                      | F-4       
|                                                                                            |           
|Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2017 and 2016 | F-5       
|                                                                                            |           
|Statements of Cash Flows for the year ended December 31, 2017 and 2016                      | F-6       
|                                                                                            |           
|Notes to Financial Statements                                                               | F-7 - F-13







F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and

Stockholders
of Franklin Hill Acquisition Corporation





Opinion on the Financial Statements



We have audited the accompanying balance sheets of Franklin
Hill Acquisition Corporation (the Company) as of December 31, 2017 and 2016, and the related statements of operations, changes
in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related
notes (collectively referred to as the financial statements). In our opinion, the 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 years in the two-year period ended December 31, 2017, in conformity with accounting principles generally
accepted in the United States of America.



Going Concern



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2, which includes
the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and 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 audit 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 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 audit, 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 audit 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 financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis
for our opinion.



/s/ KCCW Accountancy Corp.



We have served as the Company’s auditor since 2016.

Los Angeles, California

March 27, 2018





F-2







|FRANKLIN
    HILL ACQUISITION CORPORATION
|-----------------------------------------
|BALANCE
    SHEETS                       





|                                                                                                                                                     |  | December 31, 2017 |         |   | December 31, 2016 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | -
|                                                                                                                                                     |  |                   |         |   |                   |  
|ASSETS                                                                                                                                               |  |                   |         |   |                   |  
|                                                                                                                                                     |  |                   |         |   |                   |  
|Current Assets                                                                                                                                       |  |                   |         |   |                   |  
|Cash and cash equivalents                                                                                                                            |  | $                 | 15,143  |   |                   | $
|Total Assets                                                                                                                                         |  | $                 | 15,143  |   |                   | $
|                                                                                                                                                     |  |                   |         |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                 |  |                   |         |   |                   |  
|                                                                                                                                                     |  |                   |         |   |                   |  
|Current Liabilities                                                                                                                                  |  |                   |         |   |                   |  
|Accrued liabilities                                                                                                                                  |  | $                 | 8,645   |   |                   | $
|Due to a related party                                                                                                                               |  |                   | 49,443  |   |                   |  
|Total Liabilities                                                                                                                                    |  |                   | 58,088  |   |                   |  
|                                                                                                                                                     |  |                   |         |   |                   |  
|Stockholders’ Equity                                                                                                                                 |  |                   |         |   |                   |  
|Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding at December 31, 2017 and 2016, respectively             |  |                   | -       |   |                   |  
|Common Stock, $0.0001 par value, 100,000,000 shares authorized; 20,500,000 shares issued and outstanding at December 31, 2017 and 2016, respectively |  |                   | 2,050   |   |                   |  
|Discount on Common Stock                                                                                                                             |  |                   | (2,000  | ) |                   |  
|Additional paid-in capital                                                                                                                           |  |                   | 3,130   |   |                   |  
|Accumulated deficit                                                                                                                                  |  |                   | (46,125 | ) |                   |  
|Total stockholders’ deficit                                                                                                                          |  |                   | (42,945 | ) |                   |  
|Total Liabilities and Stockholders’ Deficit                                                                                                          |  | $                 | 15,143  |   |                   | $



The
accompanying notes are an integral part of these financial statements.







F-3









|FRANKLIN
    HILL ACQUISITION CORPORATION
|-----------------------------------------
|STATEMENTS
    OF OPERATIONS             



|                                   |  | For the year ended December 31, |            |   | For the year ended December 31, |  
|---------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | -
|                                   |  | 2017                            |            |   | 2016                            |  
|                                   |  |                                 |            |   |                                 |  
|Revenue                            |  | $                               | -          |   |                                 | $
|Cost of Revenues                   |  |                                 | -          |   |                                 |  
|Gross Profit                       |  |                                 | -          |   |                                 |  
|                                   |  |                                 |            |   |                                 |  
|Operating expenses                 |  |                                 | 22,798     |   |                                 |  
|                                   |  |                                 |            |   |                                 |  
|Loss before income taxes           |  |                                 | (22,798    | ) |                                 |  
|                                   |  |                                 |            |   |                                 |  
|Income Tax Expense                 |  |                                 | -          |   |                                 |  
|                                   |  |                                 |            |   |                                 |  
|Net loss                           |  | $                               | (22,798    | ) |                                 | $
|                                   |  |                                 |            |   |                                 |  
|Loss per share - basic and diluted |  | $                               | (0.00      | ) |                                 | $
|                                   |  |                                 |            |   |                                 |  
|Weighted average shares-           |  |                                 |            |   |                                 |  
|basic and diluted                  |  |                                 | 20,500,000 |   |                                 |  



The
accompanying notes are an integral part of these financial statements.







F-4







|FRANKLIN
    HILL ACQUISITION CORPORATION         
|--------------------------------------------------
|STATEMENTS
    OF CHANGES IN STOCKHOLDERS’ DEFICIT



|                                               |  |              |             |   |        |   |        | Discount on |  |   | Additional  |   |  |               |       |  | Total  |  
|---------------------------------------------- |  | ------------ | ----------- | - | ------ | - | ------ | ----------- |  | - | ----------- | - |  | ------------- | ----- |  | ------ | -
|                                               |  | Common Stock |             |   | Common |   |        | Paid-in     |  |   | Accumulated |   |  | Stockholders’ |      
|                                               |  | Shares       |             |   | Amount |   |        | Stock       |  |   | Capital     |   |  | Deficit       |       |  | Equity |  
|                                               |  |              |             |   |        |   |        |             |  |   |             |   |  |               |       |  |        |  
|Balance December 31, 2015                      |  |              | 20,000,000  |   |        | $ | 2,000  |             |  | $ | (2,000      | ) |  | $             | 312   |  |        | $
|                                               |  |              |             |   |        |   |        |             |  |   |             |   |  |               |       |  |        |  
|Redemption of common stock                     |  |              | (19,500,000 | ) |        |   | (1,950 | )           |  |   | 1,950       |   |  |               | -     |  |        |  
|Issuance of common stock                       |  |              | 19,500,000  |   |        |   | 1,950  |             |  |   | (1,950      | ) |  |               | -     |  |        |  
|Issuance of common stock for cash              |  |              | 500,000     |   |        |   | 50     |             |  |   | -           |   |  |               | -     |  |        |  
|Stockholder contributions for company expenses |  |              | -           |   |        |   | -      |             |  |   | -           |   |  |               | 2,818 |  |        |  
|Net loss                                       |  |              | -           |   |        |   | -      |             |  |   | -           |   |  |               | -     |  |        |  
|                                               |  |              |             |   |        |   |        |             |  |   |             |   |  |               |       |  |        |  
|Balance December 31, 2016                      |  |              | 20,500,000  |   |        |   | 2,050  |             |  |   | (2,000      | ) |  |               | 3,130 |  |        |  
|                                               |  |              |             |   |        |   |        |             |  |   |             |   |  |               |       |  |        |  
|Net loss                                       |  |              | -           |   |        |   | -      |             |  |   | -           |   |  |               | -     |  |        |  
|                                               |  |              |             |   |        |   |        |             |  |   |             |   |  |               |       |  |        |  
|Balance December 31, 2017                      |  |              | 20,500,000  |   |        | $ | 2,050  |             |  | $ | (2,000      | ) |  | $             | 3,130 |  |        | $



The
accompanying notes are an integral part of these financial statements.







F-5









|FRANKLIN
    HILL ACQUISITION CORPORATION
|-----------------------------------------
|STATEMENTS
    OF CASH FLOWS             



|                                                            |  | For the year ended  December 31, |         |   | For the year ended  December 31, |  
|----------------------------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- | -
|                                                            |  | 2017                             |         |   | 2016                             |  
|OPERATING ACTIVITIES                                        |  |                                  |         |   |                                  |  
|Net Loss                                                    |  | $                                | (22,798 | ) |                                  | $
|Non-cash adjustments to reconcile net loss to net cash:     |  |                                  |         |   |                                  |  
|Expenses paid for by stockholder and contributed as capital |  |                                  | -       |   |                                  |  
|Changes in Operating Assets and Liabilities:                |  |                                  |         |   |                                  |  
|Accrued liability                                           |  |                                  | 4,090   |   |                                  |  
|Net cash used in operating activities                       |  |                                  | (18,708 | ) |                                  |  
|                                                            |  |                                  |         |   |                                  |  
|FINANCING ACTIVITIES                                        |  |                                  |         |   |                                  |  
|Proceeds from a related party                               |  |                                  | 33,801  |   |                                  |  
|Proceeds from issuance of common stock                      |  |                                  | -       |   |                                  |  
|Net cash provided by financing activities                   |  |                                  | 33,801  |   |                                  |  
|                                                            |  |                                  |         |   |                                  |  
|Net increase in cash                                        |  |                                  | 15,093  |   |                                  |  
|                                                            |  |                                  |         |   |                                  |  
|Cash, beginning of period                                   |  |                                  | 50      |   |                                  |  
|                                                            |  |                                  |         |   |                                  |  
|Cash, end of period                                         |  | $                                | 15,143  |   |                                  | $
|                                                            |  |                                  |         |   |                                  |  
|SUPPLEMENTAL DISCLOSURES:                                   |  |                                  |         |   |                                  |  
|Common stock issued to officer for no consideration         |  | $                                | -       |   |                                  | $
|Cash paid during the period for:                            |  |                                  |         |   |                                  |  
|Income tax                                                  |  | $                                | -       |   |                                  | $
|Interest                                                    |  | $                                | -       |   |                                  | $



The
accompanying notes are an integral part of these financial statements.





F-6







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



NOTE
1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



NATURE
OF OPERATIONS



Franklin
Hill Acquisition Corporation (the “Company”) was incorporated on December 11, 2015 under the laws of the state of
Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to
its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that
target company with Franklin Hill. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange.



In
most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange
Act of 1934.



BASIS
OF PRESENTATION



The
summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements.
Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for
their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial
statements.



USE
OF ESTIMATES



The
preparation of financial statements in conformity with 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 condensed
financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ
from those estimates.







F-7







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



CASH
AND CASH EQUIVALENTS



Cash
and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments
with original maturities of 90 days or less. Cash and cash equivalents amounted to $15,143 and $50 as of December 31, 2017 and
December 31, 2016, respectively.



CONCENTRATION
OF RISK



Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company did
not have bank accounts as of December 31, 2017 or 2016.



INCOME
TAXES



Under
ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the 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. Valuation allowances are established when
it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017 and 2016,
there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.



LOSS
PER COMMON SHARE



Basic
loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared
in the loss of the entity. As of December 31, 2017 and 2016, there are no outstanding dilutive securities.



FAIR
VALUE OF FINANCIAL INSTRUMENTS



The
Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring
basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized
and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements
involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:



Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date.



Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.



Level
3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate
their fair values because of the short maturity of these instruments.





F-8







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



RECENT
ACCOUNTING PRONOUNCEMENTS





In August 2016, the FASB issued ASU No. 2016-15, “Statement
of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash
receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance
on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon
Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest
Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement
of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life
Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions;
and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business
entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted,
including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period
presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues
would be applied prospectively as of the earliest date practicable. The Company does not expect that the adoption of this guidance
will have a material impact on its financial statements.



In October 2016, the FASB issued ASU 2016-16, “Income
Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax
consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective
for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its financial statements.



In October 2016, the FASB issued ASU 2016-17, “Consolidation
(Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities
that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities
under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary
of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity
treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The
amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods
within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have
a material impact on its financial statements.



In January 2017, the FASB issued ASU No. 2017-01, “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 public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other
entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods
beginning after December 15, 2019. The Company does not expect that the adoption of this guidance will have a material impact on
its financial statements.





F-9









FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



In
May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”, which amends the scope of modification
accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based
payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU
is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December
15, 2017. Early adoption is permitted, including adoption in any interim period. The Company does not expect that adoption of
this guidance will have a material impact on its financial statements and related disclosures.



In
September 2017, the FASB issued ASU 2017-13, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842). The main
objective of this pronouncement is to clarify the effective date of the adoption of ASC Topic 606 and ASC Topic 842 and the definition
of public business entity as stipulated in ASU 2014-09 and ASU 2016-02. ASU 2014-09 provides that a public business entity and
certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2017, including
interim reporting periods within that reporting period. All other entities are required to adopt ASC Topic 606 for annual reporting
periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December
15, 2019. ASU 2016-12 requires that “a public business entity and certain other specified entities adopt ASC Topic 842 for
fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. All other entities are required
to adopt ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after
December 15, 2020”. ASU 2017-13 clarifies that the SEC would not object to certain public business entities electing to
use the non-public business entities effective dates for applying ASC 606 and ASC 842. ASU 2017-13, however, limits such election
to certain public business entities that “otherwise would not meet the definition of a public business entity except for
a requirement to include or inclusion of its financial statements or financial information in another entity’s filings with
the SEC”. The Company expects that the adoption of this ASU would not have a material impact on its financial statements.



In May 2014, the FASB issued ASU No. 2014-09, “Revenue from
Contracts with Customers (Topic 606)”. 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 permits the use of either 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. In August 2015, the FASB issued ASU No. 2015-14, “Deferral
of the Effective Date”, which defers the effective date for ASU 2014-09 by one year. For public entities, 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)”, 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”, 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”,
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”, which makes minor corrections or minor improvements to the Codification that are not expected
to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The
amendments are intended to address implementation issues that were raised by stakeholders 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 adopted Topic 606 using the modified retrospective transition method. The Company evaluates the
impact its adoption of Topic 606 on its financial statements and believes that its current 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.







F-10







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



In
connection with preparing financial statements for each annual and interim reporting period, an entity’s
management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt
about the entity’s ability to continue as a going concern within one year after the date
that the financial statements are issued(or within one year after the date that the financial statements
are available to be issuedwhen applicable). Management’s evaluation should be based on relevant conditions and
events that are known and reasonably knowable at the date that the financial statements are issued (or at
the date that the financial statements are available to be issuedwhen applicable). Substantial doubt
about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the
aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one
year after the date that the financial statements are issued (or available to be issued). The term probable is used
consistently with its use in Topic 450, Contingencies.



When
management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going
concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate
the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is
probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions
or events that raise substantial doubt about the entity’s ability to continue as a going concern.



If
conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial
doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables
users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the
footnotes):



| | a. | Principal
    conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before
    consideration of management’s plans)
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                            
| | b. | Management’s
    evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations                                  
| |    |                                                                                                                                                                            
| | c. | Management’s
    plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.                                                        



If
conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt
is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating
that there is substantial doubt about the entity’s ability to continue as a going concernwithin one year
after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose
information that enables users of the financial statements to understand all of the following:



| | a. | Principal
    conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
| | -- | -------------------------------------------------------------------------------------------------------------------------



| | b. | Management’s
    evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                          
| | c. | Management’s
    plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability
    to continue as a going concern.



The
amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted.



Management
does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material
effect on the accompanying financial statements.







F-11







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



NOTE
2 - GOING CONCERN



The
Company has not yet generated any revenue since inception to date and has net loss of $22,798 and $19,265 during the year ended
December 31, 2017 and 2016, respectively. The Company had a working capital deficit of $42,945 and an accumulated deficit of $46,125
as of December 31, 2017 and a working capital deficit of $20,147 and an accumulated deficit of $23,237 as of December 31, 2016.
The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the
above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result should the Company be unable to continue as a going concern.



In
order to maintain its current level of operations, the Company will require additional working capital from either cash flow from
operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase
of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its
current level of operations.



NOTE
3 - ACCRUED LIABILITIES



As
of December 31, 2017 and 2016, the Company had accrued professional fees of $8,645 and $4,555, respectively.



NOTE
4 - DUE TO A RELATED PARTY



Due to related parties amounted to $49,443
and $15,642 as of December 31, 2017 and December 31, 2016, respectively. Due to a related party are fees paid by a shareholder
on behalf of the Company. The amount due to a related party is unsecured, non-interest bearing, and due on demand.





F-12







FRANKLIN
HILL ACQUISITION CORPORATION

Notes
to Financial Statements



NOTE
5 - STOCKHOLDERS’ DEFICIT



On December 11, 2015, the Company issued 20,000,000 founders
common stock to two directors and officers at par and at a discount of $2,000.



On
May 20, 2016, the Company redeemed 19,500,000 of the 20,000,000 outstanding shares of common stock pro rata from the two shareholders
thereof. The then current officers and directors of the Company resigned and Khoo Lay Wah was appointed the sole director and
officer of the Company.



On May 23, 2016, the Company issued 19,500,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 at par and at a discount of $1,950 representing 97.5% of the
total outstanding 19,000,000 shares of common stock to Khoo Lay Wah and 500,000 shares to Max Niche Saint Solution Pte. Ltd. Max
Niche Saint Solution Pte. Ltd works with Khoo Lay Wah together as shareholders and management of the Company.



On
July 1, 2016, the Company issued 500,000 shares of common stock to 35 shareholders at $0.0001 per share for $50 which was received
on July 1, 2016



The
Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31,
2017, 20,500,000 shares of common stock and no preferred stock were issued and outstanding.



NOTE
6 - SUBSEQUENT EVENT



Management has evaluated subsequent events through March 27,
2018, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December
31, 2017 have been incorporated into these financial statements and there are no subsequent events that require disclosure in
accordance with FASB ASC Topic 855, “Subsequent Events.”





F-13







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.



| | FRANKLIN
    Hill ACQUISITION CORPORATION
| | -----------------------------------------
| |                                          
| | By:                                      
| |                                          



| | By: | /s/
    Khoo Lay Wah                  
| | --- | --------------------------------------
| |     | Treasurer,
    Chief Financial Officer



Dated:
March 27, 2018



Pursuant
to 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.



|NAME                |  | OFFICE                                             |  | Date              
|------------------- |  | -------------------------------------------------- |  | ------------------
|                    |  |                                                    |  |                   
|/s/Khoo
    Lay Wah |  | President,
    Chief Executive Officer, Treasurer, |  | March
    27, 2018
|Khoo
    Lay Wah    |  | Chief Financial Officer                            |  |                   





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