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



FORM 20-F/A
(Amendment No. 2)



| | o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2013
| | - | -------------------------------------------------------------------------------------------------------------------------------



OR



| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR



| | o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report:



For the transition period from ________
to ________



Commission file number: 001-35105

__________



PRIME ACQUISITION CORP.(Exact name of the Registrant as specified in its charter)

__________



Cayman Islands
(Jurisdiction of incorporation or organization)



No. 322, Zhongshan East RoadShijiazhuangHebei Province, 050011People’s Republic of China
(Address of principal executive offices)



William Tsu-Cheng YuNo. 322, Zhongshan East RoadShijiazhuangHebei Province, 050011People’s Republic of ChinaTelephone: 408-431-7286Fax No.: 650-618-2552
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

__________



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



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



Ordinary SharesUnitsWarrants

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None.



On May 18, 2015, the issuer had 2,428,532
ordinary shares outstanding.



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



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes x No o



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 o



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 (§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 x No o



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



|o Large Accelerated filer | o Accelerated filer | x Non-accelerated filer
|------------------------- | ------------------- | -----------------------



Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:



|o US GAAP | x International Financial Reporting Standards as
    issued bythe International Accounting Standards Board | o Other
|--------- | ---------------------------------------------------------------------------------------------------------- | -------



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17  oItem 18



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x













Explanatory Note



This Amendment No. 2 to the Annual
Report on Form 20-F of Prime Acquisition Corp. (the “Company”), is being filed solely to amend Items 5, 18 and 19
in order for the Company to correct certain errors in the recording of the Company’s business combination on September
30, 2013. Intangible assets and liabilities were incorrectly recognized in the purchase price allocation. The value of these
intangible assets was already included in the valuation of the investment properties. In addition, the Company recorded the
offsetting of amounts due to and due from the same party and reported the net amount in its 2013 consolidated
financial statements prior to a legally enforceable agreement being reached. Accordingly, management has determined that
these amounts should be presented on a gross basis.

















































2







| | ITEM 5. | OPERATING AND FINANCIAL REVIEW
AND PROSPECTS
| | ------- | --------------------------------------------



Prime Acquisition Corporation,
a Cayman Island company, was incorporated on February 4, 2010 in order to serve as a vehicle for the acquisition of an operating
business (through a merger, capital stock exchange, asset acquisition or other similar business combination). Prime did not engage
in any substantive commercial business until the Business Combination.



On September 30, 2013,
we consummated the Business Combination by purchasing all of the issued and outstanding stock of the Subsidiaries (Seba, Nova,
Delfin, Dieci, ELLEGI, SIM, Magfin, and GSI), for a total consideration of $18,843,714, as represented by the issuance of 1,719,317
Prime’s shares from the treasury. As part of the Business Combination, the Group assumed all the current and non-current
loans and borrowings associated with the investment properties which amounted to approximately $50.9 million.



In addition, see Item 10C
Material Contracts for certain details of contingent consideration.



Our Business Subsequent to the Acquisition
of the Real Estate Portfolio



The entirety of our revenues is derived from
rental income from our tenants in the eleven properties.



Results of Operations



This section discusses our 2013 and 2012 financial
results prepared under IFRS.



Years Ended December 31, 2013 and 2012



The information below is
summarized from the audited financial statements for the years ended December 31, 2013 and 2012.



|                                                                 |  | 2013          |             |   | 2012 |  
|---------------------------------------------------------------- |  | ------------- | ----------- | - | ---- | -
|                                                                 |  | (as Restated) |             |   |      |  
|Rental income                                                    |  | $             | 1,374,728   |   |      | $
|Other revenues                                                   |  |               | 148,258     |   |      |  
|Total Revenues                                                   |  |               | 1,522,986   |   |      |  
|                                                                 |  |               |             |   |      |  
|Depreciation, amortization and bad debt provision                |  |               | (59,295     | ) |      |  
|Impairment of goodwill                                           |  |               | (6,914,458  | ) |      |  
|Other expenses                                                   |  |               | (4,689,037  | ) |      |  
|Total operating expenses                                         |  |               | (11,662,790 | ) |      |  
|Operating loss                                                   |  |               | (10,139,804 | ) |      |  
|                                                                 |  |               |             |   |      |  
|Finance income                                                   |  |               | 53,648      |   |      |  
|Finance costs                                                    |  |               | (601,039    | ) |      |  
|Contingent consideration in connection with business combination |  |               | (5,157,951  | ) |      |  
|Interest earned from investment held in trust                    |  |               | 3,868       |   |      |  
|Loss before tax                                                  |  |               | (15,841,278 | ) |      |  
|                                                                 |  |               |             |   |      |  
|Deferred tax expense                                             |  |               | (44,200     | ) |      |  
|Loss for the year                                                |  | $             | (15,885,478 | ) |      | $
|                                                                 |  |               |             |   |      |  
|Foreign currency translation reserve                             |  |               | 131,878     |   |      |  
|Total comprehensive loss for the year                            |  | $             | (15,753,600 | ) |      | $



Revenues:We did
not engage in any substantive commercial business until the acquisition of the Subsidiaries on September 30, 2013, and as such
there were no revenues prior to that date. The revenues for 2013 were for the period from the date of the acquisition to December
31, 2013, and are therefore not meaningful to compare to the 2012 results.





3







Expenses:



Bad debt provision on certain
aged trade receivables accounted for the majority of the depreciation, amortization and bad debt provision ($41,176 out of a total
of $59,295), followed by depreciation of tangible assets being $18,119.



Goodwill of $6,914,458
arising from the Business Combination was impaired at December 31, 2013. Approximately 52%, or about $2.4 million, of the Other
Expenses (which totaled approximately $4.7 million) in 2013 were professional and legal expenses related to the Business Combination
compared to 61%, or about $683,000, in 2012. These expenses are non-recurring. Day-to-day operating costs such as administrative,
rent, staff, insurance and travel costs account for about 22.4% (or about $1.05 million) of Other Expenses, as compared to $220,000,
or about 20% of the total expenses in 2012. We incurred $154,343 stock option expenses in 2013 versus $180,750 in 2012.



Contingent consideration
in connection with business combination of $5,157,951 arising from certain transaction value agreements (see detail in Item 10C)
Prime has entered into with the sellers of Subsidiaries in connection with the Business Combination is recorded as an expense in
the consolidated statements of loss and comprehensive loss and a current liability in the consolidated statements of financial
position in 2013. This contingent consideration will be re-measured at each reporting period until settled.



Balance Sheet



In connection with the
acquisition of the Subsidiaries, we have approximately $73.1 million worth of non-current assets. Investment properties, calculated
using discounted cash flow method by an independent qualified professional valuation expert, stood at $72,877,131 in 2013.



Trade Receivables at the
end of 2013 was $5,177,133, net of allowance for bad debts. Mr. Cesare Lanati owed $3,209,940 to the Subsidiaries for certain expenses
paid by the Subsidiaries on his behalf.



There was $133,414 of cash
at the end of the year.



The Subsidiaries have non-current
loans and borrowings from various financial institutions of $45.4 million and current loans and borrowings of approximately $5.5
million. Total current and non-current borrowings amounted to approximately $50.9 million. Loans and borrowings consist of bank
loans, revolving lines of credit, finances leases, and other loans. Bank loans include both secured and unsecured bank loans. Secured
bank loans are secured by the investment properties. In addition, some of the secured loans are further personally guaranteed by
the former owners of the properties. The revolving line of credit is unsecured, but personally guaranteed by the former owners
of the properties. Other loans consist of an interest bearing convertible promissory note with the underwriters.



There was approximately
$5.4 million in deferred taxes in 2013, which is calculated in full on temporary differences using a tax rate of 27.5%, if the
temporary difference is subject only to IRES (an Italian corporate income tax) rules, or 31.4% if the temporary difference is subject
both to IRES and IRAP (an Italian regional production tax) rules.



The $9,245,727 of trade
and other payables consist largely of $2.3 million of accrued expenses incurred by Prime with its service providers, and trade
and trade accounts payables of $3.0 million were incurred by the Subsidiaries. The Subsidiaries also owed $3,773,041 to Mr. Cesare
Lanati for regular maintenance and other services.



The $493,076 in provisions
is largely attributed to certain legal disputes by certain Subsidiaries. The provision was estimated based on management evaluation
of the amount at risk and legal considerations.





4







Liquidity and Capital
Resources



The Company had $133,414
and $7,411 in cash at the end of years 2013 and 2012, respectively.



The Company did not generate
enough cash flow in 2013 from its operations to fund all interest and day-to-day expenses and therefore was not cash flow positive
and would require capital injections to fund current operations. Principal sources of cash may be a) issuance of treasury shares
in exchange for cash, b) exercise of warrants, c) disposition of the real estate assets and d) issuance of debt instruments, or
a combination of the above four possibilities.



The Company may elect to,
when market conditions are favorable, engage broker dealers to sell its securities from treasury to raise funding. However, management
believes without improvements to the Company’s stock performance both in terms of price and trading volume, as well as the
current operating conditions, this may not be a viable solution.



The Company also has over
7 million warrants outstanding; the exercise price of the warrants is $5.00 per common share. The Company has the right to call
the warrants after the stock price closes above $15.00 per share for 20 days during any 30-day trading period, after which the
warrant holder may exercise the warrants. However, as our share price is not within this trading price, it is unlikely we will
call the warrants in the near future.



While the real estate portfolio
of eleven properties in Italy does not generate positive cash flow, management believes that when the market conditions are more
favorable, some of these properties may be sold. However, real estate transactions in the greater Milan area have been relatively
few when compared to pre- financial crisis, and an actual transaction may take longer than viable for the company’s current
needs.



The Company has been seeking
lenders who will finance the Company with at-market rates, and has been financing current operations by issuing Promissory Notes
to Diana Liu, one of its directors. As of August 31, 2014, a total of $840,000 in such Notes have been issued to Ms. Liu since
the inception of Prime. There is no assurance that such practice of funding the company’s operations by Ms. Liu will continue.



In the second and third
quarters of 2014, management worked with our service providers to reduce the Company’s payables by approximately $116,630.
This was achieved by a combination of viable and agreed-upon payment plans and actual on time payments.



Management
is currently indiscussion with several funding sources for a combination of debt and equity financing.



Results of Operations – Non-IFRS Measures for 2013



The Consolidated Statements
of Loss and Comprehensive Loss for the years ended 2013 and 2012 include consolidated operating results of Prime for the full year
of 2013 and those of the Subsidiaries’ fourth quarter of 2013 (after the September 30 acquisition of the Subsidiaries), and
the operating results of Prime as a special-purpose acquisition company in 2012. Since the significant changes all relate to our
transition from a special-purpose acquisition company to a real estate operating company, we do not feel that the above disclosure
by itself is adequate for investors to understand the business.



To assist investors in
better understanding the operating results of the Subsidiaries and Prime in 2013, we are presenting here a Results of Operations
table prepared on a Prime and Subsidiaries which includes the operations of the Subsidiaries with Prime from the date of acquisition
(September 30, 2013), Subsidiaries stand-alone basis from January 1 to September 30, 2013, and on a consolidated basis for the
whole year, from January 1 to December 31 of 2013. The Results of Operations for Prime and Subsidiaries is audited, while those
of the Subsidiaries from January 1 to September 30 are non-IFRS measures and unaudited, and the consolidated Results, which are
mathematical addition of the two, are also non-IFRS measures and unaudited.





5







|                                                                 |  | Prime Acquisition Corp. and Subsidiaries                    |             |   | Subsidiaries                                                     |   |            | Combined  pro-forma                                               | 
|---------------------------------------------------------------- |  | ----------------------------------------------------------- | ----------- | - | ---------------------------------------------------------------- | - | ---------- | ----------------------------------------------------------------- | 
|                                                                 |  | For the year ended December 31, 2013 (audited, as restated) |             |   | For the period  January 1, 2013 - September 30, 2013 (unaudited) |   |            | For the year ended December 31, 2013 (unaudited,
    as Restated) | 
|Revenues                                                         |  | $                                                           | 1,522,986   |   |                                                                  | $ | 7,865,495  |                                                                   | 
|Other expenses:                                                  |  |                                                             |             |   |                                                                  |   |            |                                                                   | 
|Depreciation, amortization and bad debt provision                |  |                                                             | (59,295     | ) |                                                                  |   | (1,054,242 | )                                                                 | 
|Impairment of goodwill                                           |  |                                                             | (6,914,458  | ) |                                                                  |   | –          |                                                                   | 
|Other expenses                                                   |  |                                                             | (4,689,037  | ) |                                                                  |   | (2,582,546 | )                                                                 | 
|Operating profit (loss)                                          |  |                                                             | (10,139,804 | ) |                                                                  |   | 4,228,707  |                                                                   | 
|Finance income                                                   |  |                                                             | 53,648      |   |                                                                  |   | 894,224    |                                                                   | 
|Finance costs                                                    |  |                                                             | (601,039    | ) |                                                                  |   | (1,917,601 | )                                                                 | 
|Contingent consideration in connection with business combination |  |                                                             | (5,157,951  | ) |                                                                  |   | –          |                                                                   | 
|Other interest earned                                            |  |                                                             | 3,868       |   |                                                                  |   | –          |                                                                   | 
|Loss before tax                                                  |  |                                                             | (15,841,278 | ) |                                                                  |   | 3,205,330  |                                                                   | 
|Deferred tax expense                                             |  |                                                             | (44,200     | ) |                                                                  |   | (82,459    | )                                                                 | 
|Net Loss for the period                                          |  | $                                                           | (15,885,478 | ) |                                                                  | $ | 3,122,871  |                                                                   | 



On a
non-IFRS measures basis we would have received $9,388,481 (as Restated) in revenues for the whole year and incurred about
$15.30 million (as Restated) in expenses, of which $6.91 million ( as Restated) was impairment of goodwill and about $2.7
million (as Restated) was business combination related fees incurred with professional service providers. Operating loss
would have been $5,911,097 (as Restated), and net of financing related costs and contingent consideration in connection with business
combination, losses before tax would have been about $12.64 million (as Restated). Net loss for the period would have been $12.76
million (as Restated).



We stress that the combined
statement of operations for 2013 is a non-IFRS measures and unaudited financial statement and, therefore, has limits in its usefulness
to investors. Due to its non-standardized definition, it will not be comparable with the calculation of similar measures for other
companies. The non-IFRS measures and unaudited combined basis statement of operations is presented solely to permit investors to
more fully understand our business in the ways that management sees it.



We do not have any off-balance
sheet arrangements.



Contractual Obligations



Our contractual obligations
consist mainly of bank loans, revolving line of credit and finance leases, and will be paid off with our cash flow from operations.



Bank loans



Bank loans include both secured and unsecured
bank loans. Certain bank loans are secured by the investment properties. In addition to using the investment properties as collateral,
some of the loans are further personally guaranteed by the former owners of the properties.



The table below shows the detail of bank loans
by expiry date and rate (floating or fixed) as of December 31, 2013; all bank loans contracts provide for floating rates.



|                            |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|Expiry within 1 year        |  | $             | 799,478   |  |       | $
|Expiry within 1 and 5 years |  |               | 3,133,099 |  |       |  
|Expiry in more than 5 years |  |               | 4,949,760 |  |       |  
|Total                       |  | $             | 8,882,338 |  |       | $



As at December 31, 2013, the effective interest
rate varies from EURIBOR+1.125% to EURIBOR+2.554%.





6







Revolving line of credit



The Group has committed borrowing facilities
available at December 31, 2013 as follows:



|2013                        |  | Floating rate |           |  | Fixed rate |   |         | Total | 
|--------------------------- |  | ------------- | --------- |  | ---------- | - | ------- | ----- | 
|Expiry within 1 year        |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 
|Expiry within 1 and 5 years |  |               | –         |  |            |   | –       |       | 
|Expiry in more than 5 years |  |               | –         |  |            |   | –       |       | 
|Total                       |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 



The facilities expiring within 1 year are annual
facilities subject to renewal at various dates. As at December 31, 2013, the effective interest rate varies from 5.726% to 15.25%.



The revolving line of credit is unsecured, but
personally guaranteed by the former owners of the properties. The total revolving line of credit approved by the bank was $1,816,590.
The full revolving line of credit has been utilized by the Group at December 31, 2013. In addition, the Group has overdrawn the
revolving line of credit by $61,048. As a result of the overdrawn, the total balance of the revolving line of credit as at December
31, 2013 was $1,877,638.



Finance leases



Future lease payments are due as follows:



|2013                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|Not more than one year                            |  | $                      | 3,640,541  |  |          | $ | 1,704,244  |               | 
|Later than one year and not later than five years |  |                        | 12,984,033 |  |          |   | 6,000,598  |               | 
|Later than five years                             |  |                        | 39,588,713 |  |          |   | 9,226,218  |               | 
|Total                                             |  | $                      | 56,213,287 |  |          | $ | 16,931,060 |               | 



As at December 31, 2013, the effective interest
rate varies from EURIBOR+1.4% to EURIBOR+2.762%.



Other loans



Other loans consist of an interest bearing convertible
promissory note with the underwriters.



Immediately following the
closing of the Business Combination on September 30, 2013, the Company entered into an interest-bearing promissory note with its
underwriter, Chardan Capital Markets, LLC for the total remaining amount of $889,833 due to the underwriter, at the rate of 5%
per annum, maturing on December 31, 2013. If the note was not repaid by December 31, 2013, Chardan had the right to convert the
note and accrued interest into ordinary shares at a price of $9.10 per share. In connection with the convertible right, $184,584
was allocated to the value of the beneficial conversion feature. As of December 31, 2013, full amount of the beneficial conversion
feature has been recorded as interest expense. As of the date of this report, the convertible right had not been exercised. On
December 31, 2013 (the note’s maturity date), the Company was not able to repay the note. As a result of the payment default,
an additional default interest rate of 10% per annum is added to the original 5% per annum interest rate starting December 31,
2013. George Kaufman, our director, is an employee of Chardan Capital Markets.





7







PART
II

| | ITEM 17. | FINANCIAL STATEMENTS
| | -------- | --------------------



We have elected to provide Restated
financial statements pursuant to Item 18.



| | ITEM 18. | FINANCIAL STATEMENTS
| | -------- | --------------------



The Restated financial statements are
filed as part of this annual report beginning on page F-1.



EXHIBITS



| | ITEM 19. | EXHIBITS
| | -------- | --------



|Exhibit No. | Description                                                                                                              
|----------- | -------------------------------------------------------------------------------------------------------------------------
|1.1         | Amended and Restated Articles of Association(1)                                                                          
|1.2         | Amendment to Amended and Restated Articles of Association(2)                                                             
|2.1         | Specimen Unit Certificate(1)                                                                                             
|2.2         | Specimen Ordinary Share Certificate(1)                                                                                   
|2.3         | Specimen Public Redeemable Warrant Certificate(1)                                                                        
|2.4         | Specimen Founder Warrant Certificate(1)                                                                                  
|2.5         | Specimen Placement Warrant Certificate(1)                                                                                
|2.6         | Form of Warrant Agreement(1)                                                                                             
|2.7         | Form of Unit Purchase Option(1)                                                                                          
|4.1         | Form of Underwriting Agreement(1)                                                                                        
|4.2         | Form of Letter Agreement by and among the Registrant, Chardan Capital Markets, LLC and the founders(1)                   
|4.3         | Promissory Note dated March 25, 2010 by the Registrant to Diana Chia-Huei Liu(1)                                         
|4.4         | Promissory Note dated March 25, 2010 by the Registrant to William Tsu-Cheng Yu(1)                                        
|4.5         | Promissory Note dated November 10, 2010 by the Registrant to Diana Chia-Huei Liu(1)                                      
|4.6         | Promissory Note dated November 10, 2010 by the Registrant to William Tsu-Cheng Yu(1)                                     
|4.7         | Promissory Note, dated as of February 10, 2010, issued to Diana Liu(1)                                                   
|4.8         | Promissory Note, dated as of February 10, 2010, issued to William Yu(1)                                                  
|4.9         | Amendment dated as of February 3, 2011 to that certain Promissory Note dated February 10, 2010 issued to Diana Liu(1)    
|4.10        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated February 10, 2010 issued to William Yu(1)   
|4.11        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated as of March 25, 2010 issued to Diana Liu(1) 
|4.12        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated as of March 25, 2010 issued to William Yu(1)
|4.13        | Promissory Note, dated as of May 3, 2012, issued to William Yu(2)                                                        
|4.14        | Promissory Note, dated as of November 1, 2012, issued to William Yu(2)                                                   
|4.15        | Promissory Note, dated as of February 12, 2013, issued to William Yu(2)                                                  
|4.16        | Promissory Note, dated as of March 4, 2013, issued to William Yu(2)                                                      
|4.17        | Form of Securities Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Founders(1)  
|4.18        | Form of Registration Rights Agreement among the Registrant and the Founders(1)                                           
|4.19        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Amy Lau(1)                             
|4.20        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Carolyne Yu(1)                         
|4.21        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Dane Chauvel(1)                        
|4.22        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Dave Sagar(1)                          
|4.23        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Elizabeth Pulchny(1)                   
|4.24        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and John Chase(1)                          
|4.25        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Lance Wei(1)                           





8







|Exhibit No. | Description                                                                                                                                                                                   
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.26        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Rebecca Poon(1)                                                                                             
|4.27        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and Dane Chauvel(1)                                                                                              
|4.28        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and Jason Wang(1)                                                                                                
|4.29        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and HuiKai Yan(1)                                                                                                
|4.30        | Stock Option Agreement, dated as of March 21, 2012, between the Registrant and George Kaufman(3)                                                                                              
|4.31        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and Advanced Series Trust – AST Academic Strategies Asset Allocation Portfolio(2)                                
|4.32        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and CNH Diversified Opportunities Master Account, L.P.(2)                                                        
|4.33        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and AQR Opportunistic Premium Offshore Fund, L.P.(2)                                                             
|4.34        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and AQR Diversified Arbitrage Fund(2)                                                                            
|4.35        | Management Agreement, dated May 22, 2013, by and among bhn LLC, Prime Acquisition Corp., and certain subsidiaries(4)                                                                          
|4.36        | Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Seba S.r.l., Francesco Rotondi and Giuseppe Pantaleo(5)           
|4.37        | Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Nova S.r.l., Francesco Rotondi and Luca Massimo Failla(5)         
|4.38        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Delfin S.r.l., Davide Rigamonti, Cesare Lanati and G.S.I. S.r.l.(6)
|4.39        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, SIM S.r.l., G.S.I. S.r.l. and Bell Real Estate S.r.l. (6)          
|4.40        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Dieci Real Estate S.r.l., ELLEGI S.r.l. and G.S.I. S.r.l. (6)      
|4.41        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, ELLEGI S.r.l., Bell Real Estate S.r.l. and Stefano Lanati(6)       
|4.42        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, G.S.I. S.r.l., Bell Real Estate S.r.l. and IGS S.r.l. (6)          
|4.43        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Magfin S.r.l., Bell Real Estate S.r.l., G.S.I. S.r.l. (6)          
|4.44        | Letter of Intent, dated July 3, 2013, by and among Prime Acquisition Corp., Union European Concept Futurum Geie, Radiomarelli SA(6)                                                           
|4.45        | Purchase Agreement, dated August 30, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC and Futurum Enegry S.A.(7)                                             
|4.46        | Purchase Agreement, dated August 30, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC and Radiomarelli S.A.(7)                                               
|4.47        | Transaction Value Agreement, dated as of September 30, 2013 by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l. and the Bell Group holders named therein.(8)                   
|4.48        | [Reserved]                                                                                                                                                                                    
|4.49        | Transaction Value Agreement, dated as of September 30, 2013 by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l. and the Nova holders named therein.(8)                         
|4.50        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Seba)(8)                                               
|4.51        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Nova)(8)                                               
|4.52        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Delfin)(8)                                             
|4.53        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (SIM)(8)                                                
|4.54        | [Reserved]                                                                                                                                                                                    
|4.55        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (ELLEGI)(8)                                             
|4.56        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (G.S.I.)(8)                                             





9







|Exhibit No. | Description                                                                                                                                                                                                                  
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.57        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Magfin)(8)                                                                            
|4.58        | Registration Rights Agreement, dated September 27, 2013, by and among Prime Acquisition Corp., BHN LLC, and the investors named therein(8)                                                                                   
|4.59        | Amendment, dated September 11 ,2013, to Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Seba S.r.l., Francesco Rotondi and Giuseppe Pantaleo(8)  
|4.60        | Amendment, dated September 11, 2013, to Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Nova S.r.l., Francesco Rotondi and Luca Massimo Failla(8)
|4.61        | Amendment, dated September 27, 2013, to Bell Group Stock Purchase Agreements(8)                                                                                                                                              
|4.62        | Amendment, dated September 27, 2013, to Management Agreement, dated May 22, 2013, by and among bhn LLC, Prime Acquisition Corp., and certain subsidiaries(8)                                                                 
|4.63        | Promissory Note, dated as of September 30, 2013, issued to Chardan Capital Markets(8)                                                                                                                                        
|4.64        | Promissory Note, dated as of May 27, 2014, issued to Diana Liu*                                                                                                                                                              
|4.65        | Promissory Note, dated as of July 1, 2014, issued to Diana Liu*                                                                                                                                                              
|4.66        | Promissory Note, dated as of July 31, 2014, issued to Diana Liu*                                                                                                                                                             
|4.67        | Promissory Note, dated as of August 15, 2014, issued to Diana Liu*                                                                                                                                                           
|4.68        | Stock Option Agreement, dated as of May 10, 2014, between the Registrant and Andrea Crespi Bel’skij*                                                                                                                         
|4.69        | Stock Option Agreement, dated as of May 10, 2014, between the Registrant and Amy Lau*                                                                                                                                        
|8.1         | List of Subsidiaries(8)                                                                                                                                                                                                      
|11.1        | Code of Ethics(1)                                                                                                                                                                                                            
|12.1        | Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.                                                                            
|12.2        | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended                                                                             
|13.1        | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   
|16.1        | Letter from Marcum Bernstein & Pinchuk LLP, dated March 20, 2014 (9)                                                                                                                                                         



| | *   | Previously Filed                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------
| | (1) | Incorporated by reference to the registration statement on Form F-1 of the registrant (File No. 333-171777).
| | (2) | Incorporated by reference to the Annual Report on Form 20-F of the registrant, filed on April 30, 2013.     

| | (3) | Incorporated by reference to the Annual Report on Form 20-F of the registrant, filed on April 30, 2012.
| | --- | -------------------------------------------------------------------------------------------------------

| | (4) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant, filed on May 24, 2013.
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant, filed on June 27, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant, filed on July 16, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated by reference to Amendment No. 1 the Schedule TO/A of the registrant, filed on September 6, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (8) | Incorporated by reference to the Shell Company Report on Form 20-F of the registrant, filed on September 30, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (9) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-Kof the registrant, filed on March 20, 2014.
| | --- | ------------------------------------------------------------------------------------------------------------------------





10







SIGNATURES



The Registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.

|             | Prime Acquisition Corp.
|------------ | -----------------------
|             |                        
|May 21, 2015 | By:                    
|             | Name:                  
|             | Title:                 

















































11







CONSOLIDATED FINANCIAL STATEMENTS



Table of contents





|Report of independent registered accounting firm       | F-2
|------------------------------------------------------ | ---
|                                                       |    
|Report of independent registered accounting firm       | F-3
|                                                       |    
|Consolidated Financial Statements (As Restated):       |    
|                                                       |    
|Consolidated statements of loss and comprehensive loss | F-4
|                                                       |    
|Consolidated statements of financial position          | F-5
|                                                       |    
|Consolidated statements of changes in equity           | F-6
|                                                       |    
|Consolidated statements of cash flow                   | F-7
|                                                       |    
|Notes to the consolidated financial statements         | F-8



























F-1







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
and Shareholders of

Prime Acquisition
Corp.



We have audited the
accompanying consolidated statement of financial position of Prime Acquisition Corp. and its subsidiaries (collectively, the “Company”)
as of December 31, 2013, and the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows
for the year ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also includes examining, on a test basis, 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 audit provides a reasonable
basis for our opinion.



In our opinion, the
consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position
of the Company as of December 31, 2013, and the consolidated results of their operations and their cash flows for the year ended
December 31, 2013 in conformity with International Financial Reporting Standards (IFRS) and its related interpretations as issued
by the International Accounting Standards Board.



As described in Note
2 – Restatement of Previously Issued Financial Statements, the Company has restated its consolidated financial statements
for 2013.



The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred significant recurring operating losses, negative cash flows from operations
and has a working capital deficiency. The Company is also dependent on the completion of additional equity and/or debt financing
in order to continue its operations. These factors raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.





/s/ WeiserMazars LLP



New York, New York

September 8, 2014, except for Note 2,
Note 5 (paragraphs 3, 4 and 7), Note 8, Note 9, Note 13 (paragraph 7), Note 16 and Note 25, as to which the date is May 21, 2015)





F-2







Report of Independent Registered Public Accounting
Firm





To the Board of Directors and Shareholders
of

Prime Acquisition Corp.



We have audited the accompanying statement
of financial position of Prime Acquisition Corp. (a development stage company) (the “Company”) as of December 31, 2012
and January 1, 2012, and the statements of loss and comprehensive loss, changes in equity and cash flows for the year ended December
31, 2012. 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.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, 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.  An audit also includes examining, on
a test basis, 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.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and January 1,
2012, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).







Shandong Haoxin Certified Public Accountants Co., Ltd



Shandong, PRC

September 8, 2014





F-3







Prime Acquisition Corp.

Consolidated statements of loss and comprehensive loss

For the years ended December 31,



|                                                                           |  | Notes |  | 2013
        (As restated)(1) |             |   | 2012 |  
|-------------------------------------------------------------------------- |  | ----- |  | ----------------------------- | ----------- | - | ---- | -
|                                                                           |  |       |  |                               |             |   |      |  
|Rental income                                                              |  |       |  | $                             | 1,374,728   |   |      | $
|Other revenues                                                             |  |       |  |                               | 148,258     |   |      |  
|Total Revenues                                                             |  |       |  |                               | 1,522,986   |   |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Depreciation, amortization and bad debt provision                          |  | 8     |  |                               | (59,295     | ) |      |  
|Impairment of goodwill                                                     |  | 9     |  |                               | (6,914,458  | ) |      |  
|Other expenses                                                             |  | 10    |  |                               | (4,689,037  | ) |      |  
|Total operating expenses                                                   |  |       |  |                               | (11,662,790 | ) |      |  
|Operating loss                                                             |  |       |  |                               | (10,139,804 | ) |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Finance income                                                             |  | 11    |  |                               | 53,648      |   |      |  
|Finance costs                                                              |  | 11    |  |                               | (601,039    | ) |      |  
|Contingent consideration in connection with business combination           |  | 5     |  |                               | (5,157,951  | ) |      |  
|Interest earned from investment held in trust                              |  |       |  |                               | 3,868       |   |      |  
|Loss before tax                                                            |  |       |  |                               | (15,841,278 | ) |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Deferred tax expense                                                       |  | 19    |  |                               | (44,200     | ) |      |  
|Loss for the year                                                          |  |       |  | $                             | (15,885,478 | ) |      | $
|                                                                           |  |       |  |                               |             |   |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Loss for the year                                                          |  |       |  | $                             | (15,885,478 | ) |      | $
|                                                                           |  |       |  |                               |             |   |      |  
|Foreign currency translation reserve                                       |  |       |  |                               | 131,878     |   |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Total comprehensive loss for the year                                      |  |       |  | $                             | (15,753,600 | ) |      | $
|                                                                           |  |       |  |                               |             |   |      |  
|Weighted average number of ordinary shares outstanding - basic and diluted |  |       |  |                               | 3,037,806   |   |      |  
|                                                                           |  |       |  |                               |             |   |      |  
|Basic and diluted net loss per ordinary share                              |  |       |  | $                             | (5.23       | ) |      | $



(1) For discussion on the restatement adjustments, see note
2 — Restatement of Previously Issued Financial Statements.



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





F-4







Prime Acquisition Corp.

Consolidated statements of financial position

As at December 31,



|                                                                                                                                                                                                                |  | Notes      |  | 2013
        (As restated)(1) |             |   | 2012 |   |            | January 1, 2012 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ----------------------------- | ----------- | - | ---- | - | ---------- | --------------- | 
|ASSETS                                                                                                                                                                                                          |  |            |  |                               |             |   |      |   |            |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|Non-current assets                                                                                                                                                                                              |  |            |  |                               |             |   |      |   |            |                 | 
|Property and equipment, net                                                                                                                                                                                     |  | 14         |  | $                             | 265,757     |   |      | $ | 3,595      |                 | 
|Investment properties                                                                                                                                                                                           |  | 15         |  |                               | 72,877,131  |   |      |   | –          |                 | 
|Total non-current assets                                                                                                                                                                                        |  |            |  |                               | 73,142,888  |   |      |   | 3,595      |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|Current assets                                                                                                                                                                                                  |  |            |  |                               |             |   |      |   |            |                 | 
|Prepaid expenses and other current assets                                                                                                                                                                       |  |            |  |                               | 92,154      |   |      |   | 8,039      |                 | 
|Trade and other receivables, net                                                                                                                                                                                |  | 16         |  |                               | 5,177,133   |   |      |   | –          |                 | 
|Cash held in trust account                                                                                                                                                                                      |  |            |  |                               | –           |   |      |   | 36,620,933 |                 | 
|Cash and cash equivalents                                                                                                                                                                                       |  | 17         |  |                               | 133,414     |   |      |   | 7,411      |                 | 
|Total current assets                                                                                                                                                                                            |  |            |  |                               | 5,402,701   |   |      |   | 36,636,383 |                 | 
|TOTAL ASSETS                                                                                                                                                                                                    |  |            |  | $                             | 78,545,589  |   |      | $ | 36,639,978 |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|EQUITY AND LIABILITIES                                                                                                                                                                                          |  |            |  |                               |             |   |      |   |            |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|Equity                                                                                                                                                                                                          |  |            |  |                               |             |   |      |   |            |                 | 
|Ordinary shares, $.001 par value (Authorized 50,000,000 shares; 3,179,721 shares issued and outstanding at December 31, 2013; 4,894,983 shares issued and outstanding at December 31, 2012 and January 1, 2012) |  |            |  | $                             | 3,180       |   |      | $ | 1,863      |                 | 
|Share premium                                                                                                                                                                                                   |  |            |  |                               | 19,958,593  |   |      |   | 5,890,921  |                 | 
|Retained deficit                                                                                                                                                                                                |  |            |  |                               | (17,499,473 | ) |      |   | (1,613,995 | )               | 
|Foreign currency translation reserve                                                                                                                                                                            |  |            |  |                               | 131,878     |   |      |   | –          |                 | 
|Total equity                                                                                                                                                                                                    |  |            |  |                               | 2,594,178   |   |      |   | 4,278,789  |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|Liabilities                                                                                                                                                                                                     |  |            |  |                               |             |   |      |   |            |                 | 
|Non-current liabilities                                                                                                                                                                                         |  |            |  |                               |             |   |      |   |            |                 | 
|Ordinary shares, subject to possible redemption 3,031,969 shares at $10.02 per share at December 31, 2012 and January 1, 2012                                                                                   |  | 1          |  |                               | –           |   |      |   | 30,380,329 |                 | 
|Loans and borrowings, less current portion                                                                                                                                                                      |  | 20, 21     |  |                               | 45,428,789  |   |      |   | –          |                 | 
|Deferred tax liabilities                                                                                                                                                                                        |  | 19         |  |                               | 5,399,745   |   |      |   | –          |                 | 
|Tenant security deposits                                                                                                                                                                                        |  |            |  |                               | 1,273,452   |   |      |   | –          |                 | 
|Total non-current liabilities                                                                                                                                                                                   |  |            |  |                               | 52,101,986  |   |      |   | 30,380,329 |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|Current liabilities                                                                                                                                                                                             |  |            |  |                               |             |   |      |   |            |                 | 
|Deferred underwriters fees                                                                                                                                                                                      |  |            |  |                               | –           |   |      |   | 1,022,833  |                 | 
|Notes payable to stockholders                                                                                                                                                                                   |  | 24         |  |                               | 420,000     |   |      |   | 60,000     |                 | 
|Due to related party                                                                                                                                                                                            |  | 24         |  |                               | 426,959     |   |      |   | 275,771    |                 | 
|Loans and borrowings                                                                                                                                                                                            |  | 20, 21, 23 |  |                               | 5,503,242   |   |      |   | –          |                 | 
|Trade and other payables                                                                                                                                                                                        |  | 25         |  |                               | 9,245,727   |   |      |   | 622,256    |                 | 
|Corporate tax liabilities                                                                                                                                                                                       |  |            |  |                               | 1,461,156   |   |      |   | –          |                 | 
|Derivative financial liabilities                                                                                                                                                                                |  | 26         |  |                               | 1,141,314   |   |      |   | –          |                 | 
|Contingent consideration in connection with business combination                                                                                                                                                |  | 5          |  |                               | 5,157,951   |   |      |   | –          |                 | 
|Provisions                                                                                                                                                                                                      |  | 22         |  |                               | 493,076     |   |      |   | –          |                 | 
|Total current liabilities                                                                                                                                                                                       |  |            |  |                               | 23,849,425  |   |      |   | 1,980,860  |                 | 
|Total liabilities                                                                                                                                                                                               |  |            |  |                               | 75,951,411  |   |      |   | 32,361,189 |                 | 
|                                                                                                                                                                                                                |  |            |  |                               |             |   |      |   |            |                 | 
|TOTAL EQUITY AND LIABILITIES                                                                                                                                                                                    |  |            |  | $                             | 78,545,589  |   |      | $ | 36,639,978 |                 | 



(1) For discussion on the restatement adjustments, see note
2 — Restatement of Previously Issued Financial Statements.



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





F-5







Prime Acquisition Corp.

Consolidated statements of changes in equity

For the period from January 1, 2012 to December 31,
2013 (Restated)



|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  | Foreign  |             |   |        |  
|---------------------------------------------------------------------------------- |  | --------------- | ---------- | - | ------ | - | ----- | -------- |  | - | ----------- | - |  | -------- | ----------- | - | ------ | -
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  | Currency |             |   |        |  
|                                                                                   |  | Ordinary Shares |            |   | Share  |   |       | Retained |  |   | Translation |   |  | Total    |            
|                                                                                   |  | Shares          |            |   | Amount |   |       | Premium  |  |   | Deficit     |   |  | Reserve  |             |   | Equity |  
|Balance at January 1, 2012                                                         |  |                 | 4,894,983  |   |        | $ | 1,863 |          |  | $ | 5,685,171   |   |  | $        | (525,121    | ) |        | $
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock based compensation                                              |  |                 | –          |   |        |   | –     |          |  |   | 180,750     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Reversal of over-accrual of offering costs                                         |  |                 | –          |   |        |   | –     |          |  |   | 25,000      |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Loss for the year                                                                  |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | (1,088,874  | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Balance at December 31, 2012                                                       |  |                 | 4,894,983  |   |        |   | 1,863 |          |  |   | 5,890,921   |   |  |          | (1,613,995  | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|IPO shares redeemed in connection with tender offer                                |  |                 | (3,008,955 | ) |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Shares issued for non-employee services rendered                                   |  |                 | 30,000     |   |        |   | 30    |          |  |   | 299,970     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|IPO shares redeemed in connection with tender offer                                |  |                 | (1         | ) |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Proceeds from 23,013 IPO shares not redeemed in connection with final tender offer |  |                 | –          |   |        |   | 23    |          |  |   | 230,577     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Ordinary shares issued in connection with the business combination                 |  |                 | 1,719,317  |   |        |   | 1,719 |          |  |   | 18,841,995  |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Exercise of put option                                                             |  |                 | (508,123   | ) |        |   | (508  | )        |  |   | (5,643,744  | ) |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Beneficial conversion feature on convertible promissory note                       |  |                 | –          |   |        |   | –     |          |  |   | 184,584     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Foreign currency translation reserve                                               |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock options exercised                                               |  |                 | 52,500     |   |        |   | 53    |          |  |   | (53         | ) |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock based compensation                                              |  |                 | –          |   |        |   | –     |          |  |   | 154,343     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Loss for the year(1)                                                               |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | (15,885,478 | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Balance at December 31, 2013(1)                                                    |  |                 | 3,179,721  |   |        | $ | 3,180 |          |  | $ | 19,958,593  |   |  | $        | (17,499,473 | ) |        | $



(1) For discussion on the restatement adjustments, see note
2 — Restatement of Previously Issued Financial Statements.



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





F-6







Prime Acquisition Corp.

Consolidated statements of cash flows

For the years ended December 31,



|                                                                 |  | 2013
        (As restated)(1) |             |   | 2012 |  
|---------------------------------------------------------------- |  | ----------------------------- | ----------- | - | ---- | -
|Cash flows from operating activities                             |  |                               |             |   |      |  
|Loss for the year                                                |  | $                             | (15,885,478 | ) |      | $
|Adjustments to loss for non-cash items                           |  |                               |             |   |      |  
|Shared-based payments                                            |  |                               | 454,343     |   |      |  
|Derivatives fair value adjustment                                |  |                               | (50,649     | ) |      |  
|Goodwill impairment                                              |  |                               | 6,914,458   |   |      |  
|Depreciation and amortization                                    |  |                               | 18,119      |   |      |  
|Provision for bad debt                                           |  |                               | 41,176      |   |      |  
|Provision related to legal dispute                               |  |                               | 300,000     |   |      |  
|Contingent consideration in connection with business combination |  |                               | 5,157,951   |   |      |  
|Finance costs                                                    |  |                               | 601,039     |   |      |  
|                                                                 |  |                               | (2,449,041  | ) |      |  
|Working capital adjustments                                      |  |                               |             |   |      |  
|Prepaid expenses and other current assets                        |  |                               | 309         |   |      |  
|Trade and other receivables                                      |  |                               | (3,149,722) |   |      |  
|Trade and other payables                                         |  |                               | 5,547,821   |   |      |  
|Tenant security deposits                                         |  |                               | (69,623     | ) |      |  
|Corporate tax liabilities                                        |  |                               | (63,411     | ) |      |  
|Cash generated from operations                                   |  |                               | (183,667    | ) |      |  
|Finance costs paid                                               |  |                               | (400,540    | ) |      |  
|Net cash (used in) generated by operating activities             |  |                               | (584,207    | ) |      |  
|                                                                 |  |                               |             |   |      |  
|Cash flows from investing activities                             |  |                               |             |   |      |  
|Transfer from trust to operating account                         |  |                               | 36,624,800  |   |      |  
|Interest received on trust account                               |  |                               | (3,867      | ) |      |  
|Cash acquired on acquisition                                     |  |                               | 181,461     |   |      |  
|Purchases of property and equipment                              |  |                               | (4,820      | ) |      |  
|Net cash generated by investing activities                       |  |                               | 36,797,574  |   |      |  
|                                                                 |  |                               |             |   |      |  
|Cash flows from financing activities                             |  |                               |             |   |      |  
|Advances from related party                                      |  |                               | 151,188     |   |      |  
|Payment to underwriters                                          |  |                               | (240,000    | ) |      |  
|Proceeds from notes payable to stockholders                      |  |                               | 360,000     |   |      |  
|Proceeds from line of credit, net                                |  |                               | 565,359     |   |      |  
|Repayment on finance leases and loans                            |  |                               | (1,128,680  | ) |      |  
|Redemption of ordinary shares                                    |  |                               | (30,149,729 | ) |      |  
|Payment of put option                                            |  |                               | (5,644,252  | ) |      |  
|Net cash (used in) generated by financing activities             |  |                               | (36,086,114 | ) |      |  
|                                                                 |  |                               |             |   |      |  
|Effect of exchange rates on cash and cash equivalents            |  |                               | (1,250      | ) |      |  
|                                                                 |  |                               |             |   |      |  
|Net increase (decrease) in cash and cash equivalents             |  |                               | 126,003     |   |      |  
|                                                                 |  |                               |             |   |      |  
|Cash and cash equivalents at beginning of year                   |  |                               | 7,411       |   |      |  
|Cash and cash equivalents at end of year                         |  | $                             | 133,414     |   |      | $



(1) For discussion on the restatement adjustments, see note
2 — Restatement of Previously Issued Financial Statements.



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





F-7







PRIME ACQUISITION CORP.



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Note 1 – Corporate
Information and Plan of Business Operations



The consolidated financial statements of Prime
Acquisition Corp. and its wholly-owned subsidiaries (collectively, the “Group”) for the year ended December 31, 2013
were authorized for issue in accordance with a resolution of the directors on September 8, 2014. Prime Acquisition Corp. (the “Company”)
is a Cayman Islands limited life exempted company organized as a blank check company for the purpose of acquiring, through a merger,
share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating
business. The registered office is located at No 322, Zhongshan East Road, Shijiazhuang, Hebei Province 05001, China.



The registration statement for the Company’s
initial public offering (the “Offering”) was declared effective March 24, 2011. The Company consummated the Offering
on March 30, 2011 and received net proceeds of $34,712,656, including $1,008,000 in deferred underwriter’s fees. In connection
with the Offering, the Company further received $1,638,800 from the private placement sale of Placement Warrants. On May 10, 2011,
the underwriters of the Offering exercised their over-allotment option in part, for an additional 52,975 units (over and above
the 3,600,000 units sold in the Offering), and the Company received additional net proceeds of $518,096, including $14,833 in deferred
underwriter's fees. Substantially all of the net proceeds from the Offering and private placement are intended to be generally
applied toward consummating a business combination (“Business Combination”). As of December 31, 2012, $36,620,933 was
held in a trust account (“Trust Account”) until the earlier of (i) the completion of a Business Combination or (ii)
liquidation of the Company. We were not able to complete the Business Combination prior to March 30, 2013, the date by which we
were required by our amended and restated memorandum and articles of association and trust agreement governing the Trust Account
to complete our initial business combination. Accordingly, our board of directors determined that it would be in the best interests
of our shareholders for us to continue our existence for an additional six months (until September 30, 2013), rather than dissolve
as required by our articles of association, which we refer to as the Extension. In order to effect the Extension, our shareholders
approved certain amendments to our Articles of Association and the trust agreement governing the Trust Account at a special meeting
of shareholders held on Wednesday, March 27, 2013.



In connection with the Extension, our board
of directors determined that it was in our best interest to allow shareholders with the opportunity to redeem their ordinary shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account pursuant to an amendment (which
was approved as part of the Extension) to the agreement governing the Trust Account by means of a tender offer, which we refer
to as the Extension Tender Offer. Following approval of the Extension, the Extension Tender Offer expired at 5:00 p.m., United
States Eastern Time on the evening of Thursday, March 28, 2013. Pursuant to the terms of the Extension Tender Offer, 3,008,955
of our ordinary shares were tendered and accepted for redemption by the Company for an aggregate purchase price of $30,149,729.
As a result of the Extension Tender Offer, a maximum of 23,014 additional shares may be redeemed in connection with the Acquisition.



On February 25, 2013, the Company, BHN LLC
(“BHN” or “Manager”) and certain funds affiliated with AQR Capital Management, LLC (collectively, the “AQR
Funds”) entered into agreements, pursuant to which the Company has granted the AQR Funds a put option to sell an aggregate
of 535,000 ordinary shares at a price of $10.55 per share for a period of four months following completion of the Business Combination
to the Company (see note 5 – Business Combinations and Goodwill). Pursuant to the agreements and in exchange for receiving
the put right, the AQR Funds agreed not to tender any shares held by them in the Extension Tender Offer or in any future issuer
tender offer that the Company may conduct in connection with a business combination. In connection with the put arrangement, the
Company paid the AQR Funds a fee of $0.10 per share (an aggregate of $53,500) and paid an additional fee of $0.20 per share (an
aggregate of $107,000) on the three month anniversary of the execution of the put agreements. Chardan Capital Markets, LLC received
a fee of $0.20 per share (an aggregate of $107,000) upon closing of the Business Combination. The parties also agreed to place
$10.02 per share (an aggregate of $5,360,700) into escrow following completion of the Business Combination until the put rights
are exercised or expire. As of December 31, 2013, AQR Funds had exercised its put right to 508,123 shares at $10.55 per share and
received the payment of $5,360,700.





F-8







The Company, after signing a definitive agreement
for the acquisition of a target business, was required to provide shareholders with the opportunity to redeem their shares for
a pro rata portion of the Trust Account. In the event that shareholders owning 83% or greater of the total number of shares issued
in the Offering (“Public Shares”) exercise their redemption rights, including shares redeemed in connection with the
Extension, the Business Combination would not be consummated. All of the Company’s shareholders prior to the Offering, including
all of the officers and directors of the Company (“Initial Shareholders”), have agreed to waive any redemption rights
they may have in connection with the Business Combination.



On May 23, 2013, the Company and BHN (“Manager”)
entered into a Management Agreement and further amended on September 27, 2013, in connection with the previously announced proposed
business combination transaction. Pursuant to the terms of the Management Agreement, and subject to the closing of the Company’s
initial business combination, the Company appointed a manager to manage the assets of the Company following the business combination
on an exclusive basis. In exchange for the portfolio management and related services provided by Manager, the Company would pay
a management fee equal to 1.9% of the value of the managed assets (one-twelfth of which is payable in arrears monthly). In addition,
Manager was entitled to a one-time equity grant equal to 3.5% of the issued and outstanding ordinary shares of the Company (“One-Time
Grant”) at the time of the closing of the business combination, provided the minimum value of the assets acquired in the
transaction is greater than $150 million by October 31, 2013. If the Company pays a cash dividend equal to $0.50 per share to its
holders of ordinary shares following the business combination, the Manager was entitled to a bonus equal to 10% of the adjusted
net operating income (as defined in the agreement) for each year following the payment of such dividend. Manager would be responsible
for compensation expenses of its management team, and the Company would be responsible for all of the Company’s expenses.
The Management Agreement provided indemnification provisions for the Manager and the Company. The term of the agreement commenced
upon closing of the initial business combination and extends for a period of five years, which term renews automatically for additional
5 year terms thereafter. As of October 31, 2013, the value of the assets acquired in the transaction was less than $150 million,
resulting in no One-Time Grant being issued.



On June 22, 2013 and July 9, 2013 the Company
entered into definitive agreements to acquire certain real estate assets in Italy, as more fully described below in note 5 –
Business Combinations and Goodwill, and note 15 – Investment Properties.



On August 12, 2013, the Company issued a Tender
Offer to purchase up to 23,014 of its ordinary shares, par value $0.001 per share, at a purchase price of $10.02 per share, net
to the seller in cash, without interest which expired on September 27, 2013. One share was tendered as a result of the Tender Offer.
On September 30, 2013, the Company consummated the Business Combination, through Prime BHN Luxembourg S.ar.l (a Luxembourg company
and wholly-owned subsidiary of the Company), by acquiring 100% of Seba S.r.l. (“Seba”), Nova S.r.l. (“Nova”),
Delfin S.r.l. (“Delfin”), SIM S.r.l. (“SIM”), Dieci Real Estate S.r.l. (“Dieci”), Ellegi S.r.l.
(“Ellegi”), G.S.I. S.r.l. (“GSI”), Magfin S.r.l. (“Magfin”), all are Italian limited liability
companies (collectively the “Subsidiaries”) for an aggregate of 1,719,317 ordinary shares. As a result, immediately
following consummation of the Business Combination, the Company had a total of 3,635,344 ordinary shares outstanding. In connection
to the closing of the Business Combination, the Company’s initial portfolio comprised of eleven properties. All of the properties
in the portfolio are commercial real estate assets based in Italy. See note 5 -- Business Combination and Goodwill and note 15
-- Investment Properties.



On August 30, 2013, the Company and BHN entered
into Purchase Agreements with Radiomarelli SA, a Swiss company, and Futurum Energy SA, a Swiss investment company to purchase green
certificates for an aggregate of approximately 37.2 million ordinary shares. In addition, the Company signed a Securities Purchase
Agreement with Radiomarelli SA separately for a private placement of the sale of approximately 14.3 million ordinary shares to
Radiomarelli at a price of $9.10 per share for gross proceeds of $130 million. A subsequent update of this Purchase Agreements
and private placement is described below in Note 30 – Events After the Reporting Date.





F-9







On October 4, 2013, the Company received a
letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) stating that Nasdaq’s
staff had determined that the Company was not in compliance with all of the initial listing requirements following the completion
of its Business Combination. The Nasdaq Hearings Panel further determined on October 9, 2013 to delist the Company’s securities
from The Nasdaq Capital Market. Beginning on October 11, 2013, the Company’s shares, warrants and units were suspended from
trading on Nasdaq and began trading on the OTC Bulletin Board on October 11, 2013, under the symbols “PACQF,” “PAQWF”
and “PAQUF.”



The accompanying consolidated financial statements have been prepared assuming the Group will continue
as a going concern. However, the Group has incurred significant recurring operating losses, negative cash flows from operations,
has a working capital deficiency as of December 31, 2013. These factors raise substantial doubt about the Group’s ability
to continue as a going concern.



The real estate portfolio of eleven properties
in Italy does not currently generate positive cash flows. Management believes that when the market conditions are more favorable,
some of these properties may be liquidated to generate cash. However, real estate transactions in the greater Milan area have been
relatively few when compared to the pre-financial crisis period. An actual transaction may take longer than viable for the Group’s
current needs.



The Group’s ability to continue as a
going concern is dependent upon management’s ability to generate profitable operations in the future and obtain the necessary
financing to meet obligations and pay liabilities arising from business operations when they come due. If the Group does not generate
profitable operations or obtain the necessary financing, the Group may not have enough operating funds to continue to operate as
a going concern. There is no assurance that the Company will be able to secure such financing. A failure to generate profitable
operations or obtain additional financing could prevent the Group from paying current obligations, allow the hiring of additional
resources and continue its operating strategy. The Group is actively seeking additional capital through private placements of equity
and debt.



At current cash levels, management believes
it has sufficient funds to continue current operations through December 31, 2014 without additional equity and/or debt financing.
However, if additional financing is not obtained, the Group will not be able to execute its business plan and will need to curtail
certain of its operations.



In the second and third quarters of 2014, current
management worked with almost all service providers in reducing the Group’s payables by approximately $116,630 which allowed
for the smooth functioning of the Company’s operations. This was achieved by a combination of viable and agreed-upon payment
plans and actual on time payments (see note 30 –Events After the Reporting Date).



Management
is currently in discussion with several funding sources for a combination of debt and equity financing ranging from $300,000
to $2,000,000.



Note 2 – Restatement of
Previously Issued Financial Statements



The Company has restated its consolidated
statements of loss and comprehensive loss for the year ended December 31, 2013, and its consolidated statement of financial
position as of December 31, 2013, consolidated statements of changes in equity and cash flows for the period from January 1,
2013 to December 31, 2013, along with certain related notes to such restated consolidated financial statements.





F-10







After the Company’s Board of Directors
and management discussed with its current and predecessor auditors, on April 24, 2015 determined that reliance should not be placed
on its consolidated financial statements for the year ended December 31, 2013 and the restatement was necessary to correct certain
errors in the recording of the Company’s Business Combination on September 30, 2013. Intangible assets and liabilities were
incorrectly recognized in the purchase price allocation. The value of these intangible assets was already included in the valuation
of the investment properties. This correction does not affect the Company’s underlying business operations.

In addition, the Company
has recorded the offsetting of amounts due to and due from the same party, and reported the net amount in its 2013
consolidated financial statements before a legally enforceable agreement has been reached. Accordingly,
management has determined that these amounts should be presented on a gross basis.

Error corrections

| | (a) | Business combination and Goodwill
| | --- | ---------------------------------

The Company identified that the intangible assets and liabilities were incorrectly recognized in the purchase price allocation.
The value of these intangible assets was already included in the valuation of the investment properties.

| | (1) | The Company identified the net intangible assets of $5,700,127 and net below-market leases liability of $694,908, and the related intangible assets amortization of $125,532, and below-market leases liability amortization of $7,841 were improperly recorded.  As restated, these amounts were reversed and reclassified into goodwill.  As a result, the total goodwill recognized was increased from $1,791,548 to $6,914,458.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (2) | In connection with the $5,122,911
    increase in goodwill, it was then expensed as impairment of goodwill on the consolidated statements of loss and
    comprehensive     loss, bringing the total impairment of goodwill from $1,791,548 to $6,914,458,
    and loss for the year from $10,880,259 to $15,885,478.  The basic and diluted net loss per ordinary share increased
    from $3.58     to     $5.23.                



| | (b) | Offsetting of Trade and other receivable and Trade and other payables
| | --- | ---------------------------------------------------------------------



During 2013, the Company offset $3,209,940
of amounts due from Lanati against amounts due to Lanati of $3,773,041, and reported amounts due to Lanati for $563,101. Lanati
was one of the sellers of the investment properties and a current shareholder of the Group. The Group and Lanati had the intention
to settle on a net basis, however, a legally enforceable agreement has not been reached as at December 31, 2013. Accordingly, management
has determined that these amounts should be presented on a gross basis. As a result of this correction, the total assets and total
liabilities on the consolidated statements of financial position each increased by $3,290,940. This correction has no effect on
the loss for the year, net loss per ordinary share or equity at December 31, 2013.



| | (c) | Other changes
| | --- | -------------



In addition to the restatement of the consolidated
financial statements, the Company also restated the following notes for the year ended December 31, 2013 to reflect the error
corrections noted above.

| |     |                                                           
| | --- | ----------------------------------------------------------
| | (1) | Note 5 – Business Combinations and Goodwill               
| |     |                                                           
| | (2) | Note 8 – Depreciation, Amortization and Bad Debt Provision





F-11







| | (3) | Note 9 – Impairment of Goodwill       
| | --- | --------------------------------------
| |     |                                       
| | (4) | Note 13 – Loss per share              
| |     |                                       
| | (5) | Note 16 -- Trade and Other Receivables
| |     |                                       
| | (6) | Note 25 -- Trade and Other Payables   



The following tables present the combined impact
of all changes, as described above, to the applicable line items in the consolidated financial statements to the Company’s
previously reported consolidated financial statements for the year ended December 31, 2013:



|2013 Restated consolidated statements of loss and comprehensive loss      
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|                                                                          
|Rental income                                                             
|Other revenues                                                            
|Total Revenues                                                            
|                                                                          
|Depreciation, amortization and bad debt provision                         
|Impairment of goodwill                                                    
|                                                                          
|Other expenses                                                            
|Total operating expenses                                                  
|Operating loss                                                            
|                                                                          
|Finance income                                                            
|Finance costs                                                             
|Contingent consideration in connection with business combination          
|Interest earned from investment held in trust                             
|Loss before tax                                                           
|                                                                          
|Deferred tax expense                                                      
|Loss for the year                                                         
|                                                                          
|                                                                          
|Loss for the year                                                         
|                                                                          
|Foreign currency translation reserve                                      
|                                                                          
|Total comprehensive loss for the year                                     
|                                                                          
|                                                                          
|                                                                          
|Weighted average number of ordinary shares outstanding - basic and diluted
|                                                                          
|Basic and diluted net loss per ordinary share                             



| | (1) | As disclosed above, this amount has been reclassified from depreciation, amortization and bad debt provision to impairment of goodwill.                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | As disclosed above, this amount is the additional goodwill reclassified from net intangible assets and net below-market leases liability, and then expensed as impairment of goodwill.





F-12







|2013 Restated consolidated statement of financial position                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                               
|                                                                                                                                                                                                               
|                                                                                                                                                                                                               
|ASSETS                                                                                                                                                                                                         
|                                                                                                                                                                                                               
|Non-current assets                                                                                                                                                                                             
|Property and equipment, net                                                                                                                                                                                    
|Investment properties                                                                                                                                                                                          
|Intangible assets, net                                                                                                                                                                                         
|Total non-current assets                                                                                                                                                                                       
|                                                                                                                                                                                                               
|Current assets                                                                                                                                                                                                 
|Prepaid expenses and other current assets                                                                                                                                                                      
|Trade and other receivables, net                                                                                                                                                                               
|Cash held in trust account                                                                                                                                                                                     
|Cash and cash equivalents                                                                                                                                                                                      
|Total current assets                                                                                                                                                                                           
|TOTAL ASSETS                                                                                                                                                                                                   
|                                                                                                                                                                                                               
|EQUITY AND LIABILITIES                                                                                                                                                                                         
|                                                                                                                                                                                                               
|Equity                                                                                                                                                                                                         
|Ordinary shares, $.001 par value (Authorized 50,000,000 shares; 3,179,721 shares issued and outstanding at December 31, 2013; 4,894,983 shares issued and outstanding at December 31, 2012 and January 1, 2012)
|Share premium                                                                                                                                                                                                  
|Retained deficit                                                                                                                                                                                               
|Foreign currency translation reserve                                                                                                                                                                           
|Total equity                                                                                                                                                                                                   
|                                                                                                                                                                                                               
|Liabilities                                                                                                                                                                                                    
|Non-current liabilities                                                                                                                                                                                        
|Ordinary shares, subject to possible redemption 3,031,969 shares at $10.02 per share at December 31, 2012 and January 1, 2012                                                                                  
|Loans and borrowings, less current portion                                                                                                                                                                     
|Below market leases, net                                                                                                                                                                                       
|Deferred tax liabilities                                                                                                                                                                                       
|Tenant security deposits                                                                                                                                                                                       
|Total non-current liabilities                                                                                                                                                                                  
|                                                                                                                                                                                                               
|Current liabilities                                                                                                                                                                                            
|Notes payable to stockholders                                                                                                                                                                                  
|Due to related party                                                                                                                                                                                           
|Loans and borrowings                                                                                                                                                                                           
|Trade and other payables                                                                                                                                                                                       
|Corporate tax liabilities                                                                                                                                                                                      
|Derivative financial liabilities                                                                                                                                                                               
|Contingent consideration in connection with business combination                                                                                                                                               
|Provisions                                                                                                                                                                                                     
|Total current liabilities                                                                                                                                                                                      
|Total liabilities                                                                                                                                                                                              
|                                                                                                                                                                                                               
|TOTAL EQUITY AND LIABILITIES                                                                                                                                                                                   



| | (1) | As disclosed above, these items are reclassifying the net intangible assets and net below-market leases liability to goodwill, and then expensed as impairment of goodwill.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | As disclosed above, these items are correcting the offsetting of Trade and other receivable and Trade and other payables related to Lanati.                                





F-13







|Restated consolidated statement of cash flows                    |  |                        |             |   |                         |   |            |             |    
|---------------------------------------------------------------- |  | ---------------------- | ----------- | - | ----------------------- | - | ---------- | ----------- | ---
|                                                                 |  |                        |             |   |                         |   |            |             |    
|                                                                 |  | December 31, 2013      |            
|                                                                 |  | As Previously Reported |             |   | Restatement Adjustments |   |            | As Restated |    
|Cash flows from operating activities                             |  |                        |             |   |                         |   |            |             |    
|Loss for the year                                                |  | $                      | (10,880,259 | ) |                         | $ | (5,005,219 | )           | (1)
|Adjustments to loss for non-cash items                           |  |                        |             |   |                         |   |            |             |    
|Shared-based payments                                            |  |                        | 454,343     |   |                         |   | –          |             |    
|Derivatives fair value adjustment                                |  |                        | (50,649     | ) |                         |   | –          |             |    
|Goodwill impairment                                              |  |                        | 1,791,548   |   |                         |   | 5,122,910  |             | (1)
|Depreciation and amortization                                    |  |                        | 135,810     |   |                         |   | (117,691   | )           | (1)
|Provision for bad debt                                           |  |                        | 41,176      |   |                         |   | –          |             |    
|Provision related to legal dispute                               |  |                        | 300,000     |   |                         |   | –          |             |    
|Contingent consideration in connection with business combination |  |                        | 5,157,951   |   |                         |   | –          |             |    
|Finance costs                                                    |  |                        | 601,039     |   |                         |   | –          |             |    
|                                                                 |  |                        | (2,449,041  | ) |                         |   | –          |             |    
|Working capital adjustments                                      |  |                        |             |   |                         |   |            |             |    
|Prepaid expenses and other current assets                        |  |                        | 309         |   |                         |   | –          |             |    
|Trade and other receivables                                      |  |                        | 60,218      |   |                         |   | (3,209,940 | )           | (2)
|Trade and other payables                                         |  |                        | 2,337,881   |   |                         |   | 3,209,940  |             | (2)
|Tenant security deposits                                         |  |                        | (69,623     | ) |                         |   | –          |             |    
|Corporate tax liabilities                                        |  |                        | (63,411     | ) |                         |   | –          |             |    
|Cash generated from operations                                   |  |                        | (183,667    | ) |                         |   | –          |             |    
|Finance costs paid                                               |  |                        | (400,540    | ) |                         |   | –          |             |    
|Net cash (used in) generated by operating activities             |  |                        | (584,207    | ) |                         |   | –          |             |    
|                                                                 |  |                        |             |   |                         |   |            |             |    
|Cash flows from investing activities                             |  |                        |             |   |                         |   |            |             |    
|Transfer from trust to operating account                         |  |                        | 36,624,800  |   |                         |   | –          |             |    
|Interest received on trust account                               |  |                        | (3,867      | ) |                         |   | –          |             |    
|Cash acquired on acquisition                                     |  |                        | 181,461     |   |                         |   | –          |             |    
|Purchases of property and equipment                              |  |                        | (4,820      | ) |                         |   | –          |             |    
|Net cash generated by investing activities                       |  |                        | 36,797,574  |   |                         |   | –          |             |    
|                                                                 |  |                        |             |   |                         |   |            |             |    
|Cash flows from financing activities                             |  |                        |             |   |                         |   |            |             |    
|Advances from related party                                      |  |                        | 151,188     |   |                         |   | –          |             |    
|Payment to underwriters                                          |  |                        | (240,000    | ) |                         |   | –          |             |    
|Proceeds from notes payable to stockholders                      |  |                        | 360,000     |   |                         |   | –          |             |    
|Proceeds from line of credit, net                                |  |                        | 565,359     |   |                         |   | –          |             |    
|Repayment on finance leases and loans                            |  |                        | (1,128,680  | ) |                         |   | –          |             |    
|Redemption of ordinary shares                                    |  |                        | (30,149,729 | ) |                         |   | –          |             |    
|Payment of put option                                            |  |                        | (5,644,252  | ) |                         |   | –          |             |    
|Net cash (used in) generated by financing activities             |  |                        | (36,086,114 | ) |                         |   | –          |             |    
|                                                                 |  |                        |             |   |                         |   |            |             |    
|Effect of exchange rates on cash and cash equivalents            |  |                        | (1,250      | ) |                         |   | –          |             |    
|                                                                 |  |                        |             |   |                         |   |            |             |    
|Net increase (decrease) in cash and cash equivalents             |  |                        | 126,003     |   |                         |   | –          |             |    
|                                                                 |  |                        |             |   |                         |   |            |             |    
|Cash and cash equivalents at beginning of year                   |  |                        | 7,411       |   |                         |   | –          |             |    
|Cash and cash equivalents at end of year                         |  | $                      | 133,414     |   |                         | $ | –          |             |    



| | (1) | These adjustments reflect the effect of reclassifying the net intangible assets and net below-market leases liability to goodwill, and then expensed as impairment of goodwill.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | These items are correcting the offsetting of Trade and other receivables and Trade and other payables related to Lanati.                                                       





F-14







Note 3 – Basis of
Presentation



| | (a) | Statement of compliance
| | --- | -----------------------



The consolidated financial statements of the
Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and its related
interpretations as issued by the International Accounting Standards Board (IASB).



i. Application of IFRS 1



For all periods up to and including the year
ended December 31, 2012, the Company and its subsidiaries previously prepared its financial statements in accordance with accounting
principles generally accepted in the United States of America (“US GAAP”). The financial statements, for the year ended
December 31, 2013, are the first the Company has prepared in accordance with IFRS.



Accordingly, the Company has prepared financial
statements which comply with IFRS applicable for periods ending on or after December 31, 2013, together with the comparative period
data as at and for the year ended December 31, 2012, as described in the summary of significant accounting policies. In preparing
these financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2012, the
Company’s date of transition to IFRS. Management determined that no adjustments were necessary to convert the financial statements
from US GAAP to IFRS.



The Company’s financial statements for
the year ended December 31, 2013, will be the first annual financial statements that comply with IFRS. The Company has applied
IFRS 1 in preparing these consolidated financial statements.



The Company’s transition date is January 1, 2012. The Company
prepared its opening IFRS balance sheet at that date.



In preparing these consolidated financial statements
in accordance with IFRS 1, the Company has applied the relevant mandatory exceptions and certain optional exemptions from full
retrospective application of IFRS.



ii. Exemptions from full retrospective application – elected
by the Company



There were no optional exemptions applicable to the Company.



iii. Exceptions from full retrospective application followed
by the Company



The Company has applied the following mandatory exceptions from
retrospective application.



| | (1) | Estimates exception
| | --- | -------------------



Estimates under IFRS at January 1, 2012, are consistent
with estimates made for the same date under US GAAP.



All other mandatory exceptions in IFRS 1 were not applicable because
there were no significant differences in management’s application of US GAAP in these areas.



| | (b) | Basis of measurement
| | --- | --------------------



The consolidated financial statements have
been prepared on the historical cost basis except for the following which are measured at fair value:

| | · | Derivative financial instruments; and
| | - | -------------------------------------
| | · | Investment property.                 



| | (c) | Functional and presentation currency
| | --- | ------------------------------------



The consolidated financial statements are presented
in US dollars, which is the Group’s functional currency. All financial information presented in US dollars have been rounded
to the nearest dollar amount, except when otherwise indicated.





F-15







| | (d) | Use of estimates and judgments
| | --- | ------------------------------



The preparation of the consolidated financial
statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue and expenses and the disclosure of contingent liabilities at the reporting date. Actual results
may differ from these estimates.



Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any
future periods affected.



| | (e) | Basis of consolidation
| | --- | ----------------------



The consolidated financial statements comprise
the financial statements of the Company and its wholly-owned subsidiaries as at December 31, 2013.



The Subsidiaries are consolidated from September
30, 2013 (the date of acquisition), being the date on which the Company obtained control, and continues to be consolidated until
the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the
parent company, using consistent accounting policies. All intra-group balances, transactions, unrealized gains and losses resulting
from intra-group transactions are eliminated in consolidation.



There was no change in the ownership interest
of any Subsidiaries after the Business Combination closed on September 30, 2013.



Note 4 – Significant Accounting Policies



| | (a) | Determination of Fair Values
| | --- | ----------------------------



A number of the Group’s accounting policies
and disclosures require the determination of fair value, for both financial assets and liabilities. Fair values have been determined
for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions
made in determining fair values is disclosed in the notes specific to that asset or liability.



Fair value is 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.



The Company uses valuation techniques that
are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs significant to the fair value measurement as a whole:



| | · | Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Level 2 – Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
| | · | Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs)                                                                                    



For assets and liabilities that are recognized
in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels
in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement
as a whole) at the end of each reporting period.



| | (b) | Revenue
| | --- | -------



Rental income is recognized in the period on
an accrual basis if the amount of revenue can be measured reliably and it is probable that the Group will receive the consideration.



i. Rental income



The Group is the lessor in operating leases.
Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms
and is included in the consolidated statements of loss and comprehensive loss due to its operating nature, except for contingent
rental income which is recognized when it arises.



Amounts received from tenants to terminate
leases or to compensate for dilapidations are recognized in the consolidated statements of loss and comprehensive loss when the
right to receive them arises.





F-16







| | (c) | Cash and Cash Equivalents
| | --- | -------------------------



Cash and short-term deposits in the consolidated
statements of financial position comprise cash at bank and short-term deposits with an original maturity of three months or less.



| | (d) | Loans and Borrowings
| | --- | --------------------



All loans and borrowings are initially recognized
at fair value less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortized cost using the effective interest method.



| | (e) | Trade and Other Receivables
| | --- | ---------------------------



Trade and other receivables are recognized
at their original invoiced value. The fair values of trade and other receivables classified as loans and receivables are not materially
different to their net carrying values. A provision is made when there is objective evidence that the Company will not be able
to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.



| | (f) | Cash Held in Trust
| | --- | ------------------



Cash held in trust consists of United States
Treasury securities. The Company classifies these securities as held-to-maturity. Held-to-maturity securities are those securities
which the Company has the ability and intent to hold until maturity.  Held-to-maturity treasury securities are recorded
at amortized cost and adjusted for the amortization or accretion of premiums or discounts.



Premiums and discounts are amortized or accreted
over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.  Such
amortization and accretion is included in the “interest income” line item in the statements of operations. Interest
income is recognized when earned.



| | (g) | Intangible Assets
| | --- | -----------------



There are currently no intangible assets identified
in the Company’s consolidated financial statements. If intangible assets are identified under certain circumstances, they
are amortized according to the nature of the intangible assets.



Intangible assets that have an indefinite useful
life or intangible assets not ready to use are not subject to amortization and are tested annually for impairment. Assets that
are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent
cash inflows (cash-generating units). Prior impairments of nonfinancial assets (other than goodwill) are reviewed for possible
reversal at each reporting date.



| | (h) | Income Taxes
| | --- | ------------



The Company was incorporated as a Cayman Islands
exempted company and therefore the Group is not currently subject to income tax in the Cayman Islands or United States of America.



The Subsidiaries are subject to income tax
in Italy and judgment is required in determining the provision for income taxes. During the ordinary course of business, there
are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the subsidiaries recognized
tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when
the Group’s management believes that certain positions are likely to be challenged and may not be fully sustained upon review
by tax authorities. The Group management believes that its accruals for tax liabilities are adequate for all open audit years based
on its assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates
and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of
these matters is different than the amount recorded, such differences will impact income tax expense in the period in which such
determination is made.





F-17







| | (i) | Deferred Taxation
| | --- | -----------------



Deferred tax assets and liabilities are recognized
where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base.



Recognition of deferred tax assets is restricted
to those instances where it is probable that taxable profit will be available against which the difference can be utilized.



The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred
tax liabilities/(assets) are settled/(recovered).



Deferred tax assets and liabilities are offset
when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities
relate to taxes levied by the same tax authority on either:

| | · | The same taxable group company; or                                                                                                                                                                                                                                                                             
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.



| | (j) | Property and equipment
| | --- | ----------------------



Items of property and equipment are initially
recognized at cost. Depreciation is provided on all items of property and equipment so as to write off their carrying value over
their expected useful economic lives. It is provided at the following rates:



Plant and machinery – 7.5% per annum
straight line

Fixture and fittings – 15.0% per annum
straight line

Office and office related equipment –
20% per annum straight line



| | (k) | Share-Based Payment
| | --- | -------------------



Share-based payment awards granted to non-employees
is recognized as stock option expense, with a corresponding increase in equity, over the period that the optionees become unconditionally
entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service
and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based
on the number of awards that meet the related service and non-market performance conditions at the vesting date.



The Company estimates the fair value of option
awards using the Black-Scholes option pricing model. Determining the fair value of awards under this model represents management’s
best estimates, but these estimates involve inherent uncertainties and the application of management judgment.



| | (l) | Loss per Share
| | --- | --------------



Basic loss per share is computed by dividing
net loss by the weighted-average number of ordinary shares outstanding during the period.



Warrants and options are excluded from the
computation of fully diluted loss per share if their effect is anti-dilutive.





F-18







| | (m) | Provisions
| | --- | ----------



Provisions for environmental restoration, restructuring
costs and legal claims are recognized when: the group has a present legal or constructive obligation as a result of past events;
it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.
Restructuring provisions comprise lease termination penalties and employee termination payments. Provisions are not recognized
for future operating losses.



Where there are a number of similar obligations,
the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole.
A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.



Provisions are measured at the present value
of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized
as interest expense.



| | (n) | Geographical Risk
| | --- | -----------------



The Subsidiaries’ operation is located
in Italy. Therefore, it is subject to local government regulations and to the uncertainties of the economic and political conditions
of this area.



The overall performance is affected by the
increase or decrease of the gross Italian national product. During 2012, there was a general slowdown of the economic trend in
Europe and especially in Italy. This general slowdown has continued during 2013.



| | (o) | Foreign currencies
| | --- | ------------------



The audited financial statements of the Subsidiaries
were translated from Euro to U.S. Dollars pursuant to the provisions of IAS 21 “The Effects of Changes in Foreign Exchange
Rates”, as follows:



| | · | Assets and liabilities were translated using the exchange rate at the balance sheet date                                                                                                       
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Amounts in the statement of operations were translated at an appropriate weighted average rate for the period presented                                                                        
| | · | The translation adjustments resulting from translating the foreign entity’s financial statements are reported separately in Translation Reserve as a separate component of stockholders’ equity
| | · | The subsidiaries equity accounts were translated using historical exchange rate                                                                                                                



| | (p) | Business Combination and Goodwill
| | --- | ---------------------------------



Business combinations are accounted for using
the acquisition method. The cost of an acquisition is measuredas the aggregate of the consideration transferred
measured at the acquisition date fair value. Acquisition-related costs are expensed as incurred and included in administrativeexpenses.



When the Group acquires a business, it assesses
the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as at the acquisition date.



Goodwill is initially measured at cost, being
the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed.



After initial recognition, goodwill is measured
at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination
is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.





F-19







Goodwill is tested for impairment annually
as at December 31 and when circumstances indicate that the carrying value may be impaired.



Impairment is determined for goodwill by assessing
the recoverable amount of each cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating
unit is less than their carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed
in future periods.



| | (q) | Operating lease contracts – the Group as lessor
| | --- | -----------------------------------------------



The Group has entered into commercial property
leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the
arrangements, particularly the duration of the lease terms and minimum lease payments, that it retains all the significant risks
and rewards of ownership of these properties and so accounts for the leases as operating leases.



| | (r) | Leases – Group as lessee
| | --- | ------------------------



The determination of whether an arrangement
is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether
fulfillment of the arrangement is dependent on the use of a specific asset(s) or the arrangement conveys a right to use the asset(s),
even if that right is not explicitly specified in the arrangement.



Finance leases, which transfer to the Group
substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease
at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.



Lease payments are apportioned between the
finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance
of the liability. Finance charges are charged to the income statement as they arise.



| | (s) | Derivative financial instruments – Initial recognition and subsequent measurement
| | --- | ---------------------------------------------------------------------------------



The Group uses interest rate swaps to hedge
its risks associated with interest rates. Such derivative financial instruments are initially recognized at fair value on the date
on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as assets
when the fair value is positive and as liabilities when the fair value is negative. They are carried in the consolidated statement
of financial position at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive
loss.



| | (t) | Share Capital
| | --- | -------------



Ordinary shares are classified as equity. Ordinary
shares subject to possible conversion are classified as liabilities.



| | (u) | New standards and interpretations not yet adopted
| | --- | -------------------------------------------------



Standards issued but not yet effective as of
the date of issuance of the Group’s financial statements are listed below. This listing of standards and interpretations
issued are those that the Group reasonably expects to have on impact on disclosures, financial position or performance when applied
at a future date. The Group intends to adopt these standards when they become effective.





F-20







IFRS 9 Financial instruments: Classification
and Measurement



IFRS 9, as issued in 2010, reflects the first
phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets and
financial liabilities as defined in IAS 39. The standard was initially effective for annual reports beginning on or after January
1, 2013. In November 2013, Chapter 6 of IFRS on hedge accounting was published. At the same time, Chapter 7 containing the effective
date and transition provisions was amended to remove the mandatory effective date of IFRS 9. Entities may still choose to apply
IFRS 9 immediately, but are not required to do so.



In subsequent phases, the IASB is addressing
impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement
of the Group’s financial assets, but will not have an impact on classification and measurements of financial liabilities.
The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.



IFRS 15 Revenue from Contracts with Customers



The IASB have issued a new revenue recognition
standard, IFRS 15 in May 2014, which replaces all existing IFRS revenue requirements. The standard applies to all revenue contracts
and provides a model for the recognition and measurement of sales of some non-financial assets. Application is required for all
annual periods beginning on or after January 1, 2017. There are new specific requirements in respect of variable consideration
such that it is only included in the transaction price if it is highly probable that the amount of revenue recognized would not
be subject to significant future reversals as a result of subsequent re-estimation. The adoption of IFRS 15 may have an impact
on the revenue recognition as the tenants’ credit risk will be taken into consideration when rental revenue is being recognized.
The effect of this to the Group’s consolidated financial statements is undetermined at this time.



Note 5 – Business
Combinations and Goodwill (As Restated)



On September 30, 2013, the Company consummated
the Business Combination by acquiring 100% of Seba, Nova, Delfin, SIM, Dieci, Ellegi, GSI, and Magfin for an aggregate of 1,719,317
ordinary shares. The fair value of the shares is the closing market price of the Company at the acquisition date, at $10.96 per
share. The fair value of the consideration given is therefore $18,843,714. As a result of this Business Combination, eleven properties
were acquired. The existing strategic management function and associated processes were acquired with the property and, as such,
the Company’s management considers this transaction the acquisition of a business, rather than an asset acquisition.



The business combination was accounted for
as a forward acquisition under acquisition method and management has concluded that the Company is the accounting acquirer because
the Company has effective control of the entities acquired after the business combination by retaining both management control
and majority shareholder control. No management of the Subsidiaries became part of the Company or BHN’s management team or
board of directors following the business combination. The Subsidiaries’ results of operations were consolidated with the
Company’s results of operations beginning on the date of the Business Combination.



The Subsidiaries’ assets and liabilities
are measured at their acquisition-date fair value. The purchase price is allocated over the fair value of assets acquired and liabilities
assumed with any excess of purchase price over the fair value of net assets acquired allocated to goodwill. All direct costs of
the transaction were charged to operations in the period that such costs were incurred.





F-21







Assets acquired and liabilities assumed



The fair value of the identifiable assets and liabilities of the
Subsidiaries as at the date of acquisition were:



|                                            |  | Fair value recognized on date of acquisition |           
|------------------------------------------- |  | -------------------------------------------- | ----------
|Investment properties                       |  | $                                            | 71,586,615
|Machinery & other equipment                 |  |                                              | 272,710   
|Current assets                              |  |                                              | 650,207   
|                                            |  |                                              | 72,509,532
|Loans and borrowings                        |  |                                              | 51,141,017
|Trade and other payables                    |  |                                              | 4,713,958 
|Tenant security deposits                    |  |                                              | 1,343,075 
|Corporate tax liabilities                   |  |                                              | 1,981,326 
|Derivative financial liabilities            |  |                                              | 1,400,900 
|Total identifiable net assets at fair value |  |                                              | 11,929,256
|Goodwill arising on acquisition             |  |                                              | 6,914,458 
|Purchase consideration transferred          |  | $                                            | 18,843,714



The costs incurred in connection with the acquisition
of $2,420,083 have been expensed and are included in operating expenses.



From the date of acquisition, the Subsidiaries
have contributed a net loss of approximately $2.5 million to the loss after tax and $1,374,728 to the revenues. If the combination
has taken place at the beginning of the year, the net loss after tax for the Company would have been $2,118,521 and revenue would
have been $7,667,476.



The
goodwill of $6,914,458 consists of the amount the Company
considered to be in excess of the Subsidiaries’ fair value. None of the goodwill is expected to be deductible for tax purposes.



Management determined that the goodwill was
fully impaired at December 31, 2013 because the fair value at December 31, 2013 was principally equal to the acquisition date fair
value.



The fair value as at December 31, 2013 was
determined to be principally equal to as the acquisition date due to: (1) the short time period between the acquisition date and
December 31, 2013, and (2) there were no significant events that affected the real estate prices in Italy where all the investment
properties are located. This was further confirmed by the professional appraiser by comparing the market data as at September 30,
2013 and December 31, 2013.



Contingent consideration



In connection with the Business Combination,
the Company entered into transaction value agreements (each, a “TVA” and collectively, “TVAs”) with the
sellers of the properties. Pursuant to the TVAs, the Company has agreed to make the sellers whole in the event that the average
sales price of the ordinary shares issued to the sellers in public market transaction is less than $10, by issuing additional ordinary
shares of the Company to the sellers. The make whole will be available only after the respective seller has sold all of the shares
received at the Business Combination. The number of shares issuable pursuant to the make whole provisions of the TVAs is the quotient
of the total shortfall between $10 and the average price for all such shares sold in public market transactions, divided by the
then current fair market value of the combined company’s ordinary shares. The terms of the TVAs do not become effective until
there is an effective registration statement covering such shares. The registration rights agreement entered into with the sellers
requires the Company to file a registration statement covering these shares as soon as practicable. There are no liquidating damage
or penalty provisions included in the registration rights agreement. Management deems that as soon as practicable would not be
a date prior to April 30, 2014, the due date of the Form 20-F filing. At December 31, 2013, the market price of the Company’s
ordinary shares was $7 per share. As a result, the Company recorded a liability under these TVAs for $5,157,951. The value of this
liability will be re-measured at each reporting period until settled. At August 31, 2014, the value of this liability is approximately
$14,000,000.





F-22







In addition, each of the TVAs granted the sellers a call option
on the equity interest in the Business Combination in the event that such sellers are unable to sell a sufficient number of shares
to reach certain dollar targets in certain periods set forth in the TVAs. Notwithstanding the foregoing and provided there is any
effective registration statement covering such shares, if the total value of shares traded in the public market equals the dollar
target for a given period, then the call option cannot be exercised for such period. In order to exercise the call option, a seller
must deliver to the Group all of the proceeds received from the sale of shares issued pursuant to the applicable purchase agreement
and TVA, together with any such shares that have not been sold by the seller, but less certain franchise tax payments made by the
sellers. The Management deems that there is no accounting implication on the call option granted.



Note 6 – Financial Instruments – Risk Management



The Group, through its subsidiaries, is exposed to the following
financial risks through its operations:



| | · | Risks related to the general economic trend
| | - | -------------------------------------------
| | · | Risks related to fund requirements         
| | · | Other financial risks                      
| | · | Credit risks                               
| | · | Liquidity risk                             
| | · | Interest rate risk                         
| | · | Risk relevant to the environment           



In common with all other businesses, the Group is exposed to risks
that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented
throughout these financial statements.



There have been no substantive changes in the Group’s exposure
to financial instruments risks, its objectives, policies and processes for managing those risks or the methods used to measure
them during the period unless otherwise stated in this note.



i. Principal financial instruments



The principal financial instruments used by the Group, from which
financial instrument risk arises, are as follows:

| | · | Trade receivables                            
| | - | ---------------------------------------------
| | · | Cash and cash equivalents                    
| | · | Trade and other payables                     
| | · | Revolving line of credit                     
| | · | Floating-rate bank loans and lease agreements
| | · | Interest rate swaps                          
| | · | Notes payable                                



A summary of the financial instruments held by category is provided
below:



Financial assets

|                            |  | December 31, 2013           |           |  | December 31, 2012           |   |       | January 1, 2012             | 
|--------------------------- |  | --------------------------- | --------- |  | --------------------------- | - | ----- | --------------------------- | 
|                            |  | Cash, loans and receivables |           |  | Cash, loans and receivables |   |       | Cash, loans and receivables | 
|Cash and cash equivalents   |  | $                           | 133,414   |  |                             | $ | 7,411 |                             | 
|Trade and other receivables |  |                             | 1,967,193 |  |                             |   | –     |                             | 
|Equity investments          |  |                             | –         |  |                             |   | –     |                             | 
|Total financial assets      |  | $                           | 2,100,607 |  |                             | $ | 7,411 |                             | 





F-23







Financial liabilities

|                                       |  | December 31, 2013                                          |           |  | December 31, 2012                       |   |            | January 1, 2012                                            | 
|-------------------------------------- |  | ---------------------------------------------------------- | --------- |  | --------------------------------------- | - | ---------- | ---------------------------------------------------------- | 
|                                       |  | Financial liabilities at fair value through profit or loss |           |  | Financial liabilities at amortized cost |   |            | Financial liabilities at fair value through profit or loss | 
|Trade and other payables               |  | $                                                          | –         |  |                                         | $ | 6,035,787  |                                                            | 
|Loans and borrowings and notes payable |  |                                                            | –         |  |                                         |   | 51,352,031 |                                                            | 
|Derivatives financial liabilities      |  |                                                            | 1,141,314 |  |                                         |   | –          |                                                            | 
|Total financial liabilities            |  | $                                                          | 1,141,314 |  |                                         | $ | 57,387,818 |                                                            | 



Financial instruments measured at fair value



|                                                                 |  | Fair value measurements at December 31, 2013 using |  
|---------------------------------------------------------------- |  | -------------------------------------------------- | -
|                                                                 |  | Level 1                                            |  
|Financial liabilities                                            |  |                                                    |  
|Derivative financial liabilities – interest rate swap agreements |  | $                                                  | –



General objectives, policies and processes



The Board has overall responsibility for the determination of the
Group’s risk management objectives and policies.



The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding
these policies are set out below:



Risk related to the general economic trend



The Group performance is affected by the increase or decrease of
the gross Italian national product. During 2012, there was a general slowdown of the economic trend in Europe and especially in
Italy. This has continued during 2013.



Related to fund requirements



The Group carries on an activity that entails considerable investments
in buildings and expects to face up to requirements through the flows deriving from the operational management and from new loans.



Operations are expected to continue to generate adequate financial
resources while for the use of new loans, in the future the Group will encounter high spreads and greater difficulties in obtaining
long-term loans compared to the past.





F-24







Other financial risks



The Group is exposed to financial risks associated with its business
operations:

| | · | Credit risk in relation to normal trade transactions with customers;                                                                             
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Liquidity risk, with particular reference to the raising of financial resources associated with investments and the financing of working capital;
| | · | Market risks (mainly related in interest rates).                                                                                                 



Credit risk



The granting of credit to end customers is subject to specific preliminary
and on-going assessments of each tenant. Positions amongst trade receivables (if individually significant) for which objective
partial or total non-recoverability is ascertained, are subject to individual write-down.



A significant amount of cash is held with the following institutions:



|Description                                             |  | Rating |  | December 31,2013 |         |  | December 31,2012 |   |       | January 1,2012 | 
|------------------------------------------------------- |  | ------ |  | ---------------- | ------- |  | ---------------- | - | ----- | -------------- | 
|M&T Bank                                                |  | A-     |  | $                | 41,645  |  |                  | $ | –     |                | 
|JP Morgan                                               |  | A+     |  |                  | –       |  |                  |   | 7,411 |                | 
|Banca Popolare Commercio e Industria                    |  | C+     |  |                  | 30,840  |  |                  |   | –     |                | 
|Unicredit                                               |  | BBB+   |  |                  | 19,769  |  |                  |   | –     |                | 
|ING Luxembourg                                          |  | A      |  |                  | 17,981  |  |                  |   | –     |                | 
|Banca Popolare di Sondrio                               |  | N/A    |  |                  | 10,941  |  |                  |   | –     |                | 
|Banca Popolare di Vicenza                               |  | BB     |  |                  | 8,405   |  |                  |   | –     |                | 
|Cassa Rurale e Artigiana di Binasco Credito Cooperativo |  | N/A    |  |                  | 2,280   |  |                  |   | –     |                | 
|Cassa di Risparmio di Asti                              |  | N/A    |  |                  | 912     |  |                  |   | –     |                | 
|Total cash at bank                                      |  |        |  | $                | 132,773 |  |                  | $ | 7,411 |                | 



Foreign exchange risk



The Subsidiaries transactions are denominated in Euro which is a
stable currency.



Liquidity risk



The liquidity risk may manifest with regards to the inability to
raise the financial resources necessary for the anticipated investments under good economic conditions and for financing working
capital.



The Group has adopted a series of policies and processes aimed at
optimizing the management of the financial resources, reducing the liquidity risk, such as the maintenance of an adequate level
of available liquidity, the obtaining of adequate credit facilities and the systematic monitoring of the forecast liquidity conditions.



Management believes that the funds and the credit facilities currently
available, in additional to those that will be generated by operating and financing activities, will permit the Group to satisfy
its requirement deriving from activities for investments, working capital management and debt repayments on their natural maturity
dates.





F-25







The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:



|At December 31, 2013             |  | Up to 1 year |            |  | Between 1
        and 5 years |   |            | Over 5 years |  |   | Total      | 
|-------------------------------- |  | ------------ | ---------- |  | ----------------------------- | - | ---------- | ------------ |  | - | ---------- | 
|Trade and other payables         |  | $            | 6,035,787  |  |                               | $ | –          |              |  | $ | –          | 
|Loans and borrowings             |  |              | 5,503,242  |  |                               |   | 10,116,534 |              |  |   | 35,312,255 | 
|Derivative financial liabilities |  |              | 1,141,314  |  |                               |   | –          |              |  |   | –          | 
|Total                            |  | $            | 12,680,343 |  |                               | $ | 10,116,534 |              |  | $ | 35,312,255 | 



Interest rate risk



Some Group companies have stipulated Interest
Rate Swap agreements linked to floating rate medium-term leasing contracts with the aim of ensuring itself a fixed rate on said
operations.



Risk relevant to the environment



The activities of the Group are not directly
subject to authorization and environmental rules and regulations. The activities of some tenants may be subject to regulations
on emissions in the atmosphere, waste disposal, wastewater disposal and land contamination ban.



Capital Disclosures



The Group monitors adjusted capital which comprises
all components of equity (i.e. capital quotas, legal reserve, non-controlling interest and retained earnings).



The Group’s objectives when maintaining capital are:

| | · | To safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | To provide an adequate return to shareholders by pricing services commensurate with the level of risk.                                                                



Note 7 – Operating Leases – Group as Lessor



The Group has entered into leases on its property
portfolio. The commercial property leases typically have lease terms between 6 and 9 years and include clauses to enable periodic
upward revision of the rental charge according to prevailing market conditions. Some leases contain options to terminate before
the end of the lease term.



Future minimum rental receivable under non-cancellable
operating leases as of December 31, 2013 are as follows:



|                                        |  | 2013 |           
|--------------------------------------- |  | ---- | ----------
|Within 1 year                           |  | $    | 5,102,496 
|After year 1, but not more than 5 years |  |      | 19,068,156
|More than 5 years                       |  |      | 6,889,093 
|Total                                   |  | $    | 31,059,745



Note 8 – Depreciation, Amortization and Bad Debt
Provision (As Restated)



Details of depreciation, amortization and bad debt provision are
as follows:



|                                                        |  | 2013 |       
|------------------------------------------------------- |  | ---- | ------
|Depreciation of tangible assets                         |  |      | 18,119
|Bad debt provision                                      |  |      | 41,176
|Total depreciation, amortization and bad debt provision |  | $    | 59,295





F-26







Note 9 – Impairment of Goodwill (As Restated)



All
goodwill arising on acquisition which amounted to $6,914,458 was deemed impaired during the annual impairment test at December 31, 2013. See note 5 – Business Combinations and Goodwill
for detail.



Note 10 – Other Expenses



Details of the Group’s other expenses is shown in the table
below:



|                                   |  | 2013 |           |  | 2012 |  
|---------------------------------- |  | ---- | --------- |  | ---- | -
|Rental costs                       |  | $    | 283,233   |  |      | $
|Staff costs                        |  |      | 35,136    |  |      |  
|Sundry operating expenses          |  |      | 105,765   |  |      |  
|Taxation on buildings              |  |      | 88,190    |  |      |  
|Administrative and other expenses  |  |      | 397,505   |  |      |  
|Maintenance expenses               |  |      | 201,065   |  |      |  
|Insurance costs                    |  |      | 55,650    |  |      |  
|Provision related to legal dispute |  |      | 300,000   |  |      |  
|Legal expenses                     |  |      | 1,438,367 |  |      |  
|Professional fees                  |  |      | 1,263,002 |  |      |  
|Bank fees                          |  |      | 11,056    |  |      |  
|Licenses, registrations & fees     |  |      | 25,090    |  |      |  
|Put option fees                    |  |      | 160,500   |  |      |  
|Rent expense                       |  |      | 67,500    |  |      |  
|Stock options expense              |  |      | 154,343   |  |      |  
|Travel expense                     |  |      | 102,635   |  |      |  
|Total other expenses               |  | $    | 4,689,037 |  |      | $



Note 11 – Finance Income and costs



The details of finance income and costs on the statements of loss
and comprehensive loss is as follow:



|Finance income                                                               |  | 2013 |       
|---------------------------------------------------------------------------- |  | ---- | ------
|Finance income from variation of fair value on interest rate swap agreements |  | $    | 53,648
|Total finance income                                                         |  | $    | 53,648



|Finance costs                                                               |  | 2013 |        
|--------------------------------------------------------------------------- |  | ---- | -------
|Finance cost on note payable to underwriters and other debt                 |  | $    | 200,500
|Interest expense of bank loans, revolving line of credit and finance leases |  |      | 400,539
|Total finance costs                                                         |  | $    | 601,039





F-27







Note 12 – Supplemental Information



Other supplemental information consists of:



|                                                                         |  | 2013 |           
|------------------------------------------------------------------------ |  | ---- | ----------
|1,719,317 ordinary shares issued in connection with business combination |  | $    | 18,843,714
|                                                                         |  |      |           
|Conversion of deferred underwriter fees to note payable to underwriters  |  | $    | 889,833   



Note 13 – Loss per share (As Restated)



Basic loss per share is computed by dividing
loss for the year by the weighted-average number of ordinary shares outstanding during the period.



Potentially dilutive securities include:



|                                                                                   |  | For the year ended |           |  | For the year ended | 
|---------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | 
|                                                                                   |  | December 31, 2013  |           |  | December 31, 2012  | 
|Warrants to purchase common stock                                                  |  |                    | 7,241,054 |  |                    | 
|Common stock in the unit purchase option for underwriters                          |  |                    | 215,000   |  |                    | 
|Options in the unit purchase option for underwriters to purchase common stock      |  |                    | 215,000   |  |                    | 
|Convertible promissory notes issued to underwriters subject to possible conversion |  |                    | 99,243    |  |                    | 
|Options to purchase common stock                                                   |  |                    | 7,500     |  |                    | 
|Total potential dilutive securities                                                |  |                    | 7,777,797 |  |                    | 



The Company paid a dividend to its public shareholders
of one warrant for every four shares that were not redeemed in connection with the Business Combination on October 24, 2013. As
a result, 161,004 shares of warrants were issued.



The exercise price of the warrants to purchase
common stock is $7.50, expiring on March 30, 2016. On January 4, 2014, the Company’s management amended the exercise price
from $7.50 to $5.00, and extended the expiration date from March 30, 2016 to March 30, 2018. The warrants are exercisable upon
calls for redemption by the Company only if the last sale price of our ordinary shares on the stock exchange equals to or exceeds
$15.00 per share for any 20 trading days within a 30 trading day period.



The exercise price of the 215,000 units of
unit purchase option (“UPO”) issued to underwriters is $12.00. Total proceeds from the UPO exercise will be $2,580,000
(if exercised in full). The UPO is exercisable at any time, in whole or in part, commencing on the later of the consummation of
our initial business combination (September 30, 2013) or September 24, 2011 and expiring March 24, 2016. As of December 31, 2013,
no underwriters’ unit purchase option has been exercised.



The warrants and options are excluded from
the computation of fully diluted loss per share as their effect is anti-dilutive.



The following reflects the loss and share data
used in the basic and diluted loss per share calculations:



|                                                                           |  | 2013 |             |   | 2012 |  
|-------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Loss for the year                                                          |  | $    | (15,885,478 | ) |      | $
|                                                                           |  |      |             |   |      |  
|Weighted average number of ordinary shares outstanding – basic and diluted |  |      | 3,037,806   |   |      |  
|                                                                           |  |      |             |   |      |  
|Basic and diluted net loss per ordinary share                              |  | $    | (5.23       | ) |      | $





F-28







Note 14 – Property and equipment



The table below shows the detailed movements
which occurred in property and equipment during the year ended December 31, 2013 considering cost and accumulated depreciation,
separately.



|Cost or valuation             |  | Plant and machinery |         |  | Industrial and commercial equipment |   |       | Office and office-related equipment |  |   | Total  | 
|----------------------------- |  | ------------------- | ------- |  | ----------------------------------- | - | ----- | ----------------------------------- |  | - | ------ | 
|                              |  |                     |         |  |                                     |   |       |                                     |  |   |        | 
|Balance at January 1, 2013    |  | $                   | –       |  |                                     | $ | –     |                                     |  | $ | 5,005  | 
|Additions through acquisition |  |                     | 273,964 |  |                                     |   | 1,112 |                                     |  |   | –      | 
|Additions                     |  |                     | –       |  |                                     |   | –     |                                     |  |   | 7,516  | 
|Disposals                     |  |                     | –       |  |                                     |   | –     |                                     |  |   | –      | 
|Revaluations                  |  |                     | –       |  |                                     |   | –     |                                     |  |   | –      | 
|                              |  |                     |         |  |                                     |   |       |                                     |  |   |        | 
|Balance at December 31, 2013  |  | $                   | 273,964 |  |                                     | $ | 1,112 |                                     |  | $ | 12,521 | 



|Accumulated depreciation                         |  | Plant and machinery |         |  | Industrial and commercial equipment |   |       | Office and office-related equipment |  |   | Total | 
|------------------------------------------------ |  | ------------------- | ------- |  | ----------------------------------- | - | ----- | ----------------------------------- |  | - | ----- | 
|                                                 |  |                     |         |  |                                     |   |       |                                     |  |   |       | 
|Balance at January 1, 2013                       |  | $                   | –       |  |                                     | $ | –     |                                     |  | $ | 1,410 | 
|Depreciation charge for the year                 |  |                     | 18,730  |  |                                     |   | 108   |                                     |  |   | 1,592 | 
|                                                 |  |                     |         |  |                                     |   |       |                                     |  |   |       | 
|Balance at December 31, 2013                     |  | $                   | 18,730  |  |                                     | $ | 108   |                                     |  | $ | 3,002 | 
|                                                 |  |                     |         |  |                                     |   |       |                                     |  |   |       | 
|Property and equipment, net at December 31, 2013 |  | $                   | 255,234 |  |                                     | $ | 1,004 |                                     |  | $ | 9,519 | 



Note 15 – Investment Properties



Investment properties were valued on December
31, 2013 using discounted cash flow (DCF) method by an independent qualified professional valuation expert. The methods and assumptions
adopted for the real estate appraisal carried out by the expert in determining the fair value of the investment property is in
accordance to IAS 40, Investment Property. There are currently no obligations to purchase, construct, or develop the investment
properties.





F-29







Details of the investment properties is as follows:



|Location, address                 |  | Sq. Meter |        |  | 2013 Fair Value,  Level 3 |  
|--------------------------------- |  | --------- | ------ |  | ------------------------- | -
|Milano, Corso Europa 22           |  |           | 1,560  |  |                           | $
|Buccinasco, Via Lucania 2-4-6     |  |           | 16,230 |  |                           |  
|Buccinasco, Via Privata Mulino 24 |  |           | 370    |  |                           |  
|Buccinasco, Via Lazio 95          |  |           | 4,100  |  |                           |  
|Buccinasco, Via Bruno Buozzi 22   |  |           | 1,322  |  |                           |  
|Buccinasco, Via Emilia 30         |  |           | 200    |  |                           |  
|Assago, Via Isaac Newton 9        |  |           | 1,200  |  |                           |  
|Rozzano, Milanofiori, Building A5 |  |           | 926    |  |                           |  
|Rozzano, Milanofiori, Building N1 |  |           | 2,245  |  |                           |  
|Rozzano, Milanofiori, Building Q5 |  |           | 370    |  |                           |  
|Rozzano, Milanofiori, Building Q7 |  |           | 530    |  |                           |  
|Total                             |  |           |        |  |                           | $



The portfolio of properties has low vacancy
rates, except for property in Buccinasco, Via Emilia which is vacant. The properties have an average lease expiration of approximately
6 years. The properties composing the portfolio are commercial real estate assets.



During 2013 (continuing from 2012), the economic
recession in Italy has continued to affect the real estate industry causing a general delay in rental payments and sometimes an
early termination of outstanding leasing agreements. Nevertheless the amount of rental fees is essentially unchanged compared to
previous years, except for a little temporary reduction (generally lasting one year) granted to a few tenants, and the vacancy
period was reduced to a minimum in order to limit the charge of co-owners expenses.



At December 31, 2013, all investment properties
are in the commercial rental category.



Under the DCF method, a property’s fair
value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over the asset’s life including
an exit or terminal value. As an accepted method within the income approach to valuation, the DCF method involves the projection
of a series of cash flows on a real property interest. To this projected cash flow series, an appropriate, market-derived discount
rate is applied to establish the present value of the cash inflows associated with the real property.



The duration of the cash flow and the specific
timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related lease up periods, re-letting,
redevelopment, or refurbishment. The appropriate duration is typically driven by market behavior that is a characteristic of the
class of real property.



In the case of investment properties, periodic
cash flow is typically estimated as gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance
cost, agent and commission costs and other operating and management expenses. The series of periodic net cash inflows, along with
an estimate of the terminal value anticipated at the end of the projection period, is then discounted.



In regards to the commercial rental properties
in the town of Assago, Buccinasco and Rozzano, the market data of the outskirt area of Milan was used as a basis of comparison.
For the commercial rental property in Corso Europa in Milan, it is considered to be in the top range category due to the location
of the property and the current rental agreements in place.



The Group, following the business combination,
has set up a policy of commencing an independent qualified professional valuation expert to value the investment properties on
an annual basis at the end of each year. Selection criteria include market knowledge, reputation, independence and whether professional
standards are maintained. The valuation performed by the independent qualified professional valuation expert was reviewed by the
Group’s CEO, CFO, and certain members of the Board of Directors.





F-30







|   | Property                          | Fair Value |            | Valuation technique |     | Key unobservable inputs |                    | Inputs used
|-- | --------------------------------- | ---------- | ---------- | ------------------- | --- | ----------------------- | ------------------ | -----------
|   |                                   |            |            |                     |     |                         |                    |            
|1  | Milano, Corso Europa 22           | $          | 27,695,790 |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|2  | Buccinasco, Via Lucania 2-4-6     |            | 22,666,455 |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|3  | Buccinasco, Via Privata Mulino 24 |            | 1,391,679  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|4  | Buccinasco, Via Lazio 95          |            | 5,098,230  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|5  | Buccinasco, Via Bruno Buozzi 22   |            | 1,887,723  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|6  | Buccinasco, Via Emilia 30         |            | 358,254    |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|7  | Assago, Via Isaac Newton 9        |            | 3,458,529  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|8  | Rozzano, Milanofiori, Building A5 |            | 3,182,949  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|9  | Rozzano, Milanofiori, Building N1 |            | 4,560,849  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|10 | Rozzano, Milanofiori, Building Q5 |            | 1,281,447  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|11 | Rozzano, Milanofiori, Building Q7 |            | 1,295,226  |                     | DCF |                         | ERV                |            
|   |                                   |            |            |                     |     |                         | Rental growth p.a. |            
|   |                                   |            |            |                     |     |                         | Discount rate      |            
|   |                                   |            |            |                     |     |                         |                    |            
|   | Total                             | $          | 72,877,131 |                     |     |                         |                    |            





F-31







Descriptions and definitions



Estimated rental value (ERV)



The rent at which space could be let in the market conditions prevailing
at the date of valuation.



Rental growth



The estimated average increase in rent based on both market estimations
and contractual indexations.



Discount rate



Rate used to discount the net cash flows generated from rental activities
during the period of analysis (estimated up to 10 years).



Note 16 – Trade and Other Receivables (As
Restated)



Trade and other receivables consist of the following at December
31, 2013:



|                                                             |  | 2013 |          
|------------------------------------------------------------ |  | ---- | ---------
|Trade receivables                                            |  | $    | 1,907,789
|Less: bad debt provision                                     |  |      | (877,842 
|Trade receivables, net                                       |  |      | 1,029,947
|Other receivables (unbilled revenue and maintenance charges) |  |      | 937,246  
|Due from Lanati                                              |  |      | 3,209,940
|Total trade and other receivables, net                       |  | $    | 5,177,133



Lanati performs maintenance and other services for the Group’s
investment properties. The Group leases office and parking spaces to Lanati and pays certain expenses on Lanati’s behalf.
The amount due from Lanati represents the amount due at December 31, 2013. The amount due to Lanati was $3,773,041 at December
31, 2013 (see note 25 – Trade and Other Payables). Lanati was one of the sellers of the investment properties and a current
shareholder of the Group.



Movements on the Group’s bad debt provision are as follows:



|                                                        |  | 2013 |          
|------------------------------------------------------- |  | ---- | ---------
|At January 1                                            |  | $    | 1,070,890
|Provided during the year                                |  |      | 451      
|Receivable written off during the year as uncollectible |  |      | –        
|Unused amount reversed                                  |  |      | (193,499 
|At December 31                                          |  | $    | 877,842  



Note 17 – Cash and Cash Equivalents



Cash and cash equivalents comprises:



|Description                     |  | 2013 |         |  | 2012 |  
|------------------------------- |  | ---- | ------- |  | ---- | -
|Cash at bank                    |  | $    | 132,773 |  |      | $
|Cash on hand                    |  |      | 641     |  |      |  
|Total cash and cash equivalents |  | $    | 133,414 |  |      | $



Note 18 – Shareholders’ Equity



Ordinary Shares



The Company is authorized to issue up to 50,000,000
ordinary shares, par value $0.001 per share. The holders of the ordinary shares are entitled to one vote for each ordinary share.



As of December 31, 2013 and 2012, there were
3,179,721 and 4,894,983 ordinary shares outstanding, respectively.





F-32







Note 19 – Deferred Taxes



Deferred tax is calculated in full on temporary
differences using tax rate of 27.5%, if the temporary difference is subject only to IRES (an Italian corporate income tax) rules,
or 31.4% if the temporary difference is subject both to IRES and IRAP (an Italian regional production tax) rules.



Details of the deferred tax liability and amounts recognized in
net loss are as follows:



|                                                                                             |  | 2013  |           |  | 2013      |   |            | 2013            |  |   | 2013       |  
|-------------------------------------------------------------------------------------------- |  | ----- | --------- |  | --------- | - | ---------- | --------------- |  | - | ---------- | -
|                                                                                             |  | Asset |           |  | Liability |   |            | (Charged) / Net |  |   | Movement   |  
|Adjustment for IFRS purposes (deductible/taxable for local tax rules in future fiscal years) |  |       |           |  |           |   |            |                 |  |   |            |  
|Writing off of Intangibles                                                                   |  | $     | 1,092,908 |  |           | $ | –          |                 |  | $ | 1,092,908  |  
|Writing off of Leasing agreements entry fee                                                  |  |       | 310,706   |  |           |   | –          |                 |  |   | 310,706    |  
|Writing off of Tangibles                                                                     |  |       | –         |  |           |   | (2,950     | )               |  |   | (2,950     | )
|Accounting of lease contracts according to IAS 17                                            |  |       | –         |  |           |   | (2,270,344 | )               |  |   | (2,270,344 | )
|Accounting of investment properties according to Fair Value                                  |  |       | –         |  |           |   | (4,908,756 | )               |  |   | (4,908,756 | )
|Mark to Market on derivative instruments                                                     |  |       | 358,373   |  |           |   | –          |                 |  |   | 358,373    |  
|Elimination property revaluation                                                             |  |       | –         |  |           |   | (125,492   | )               |  |   | (125,492   | )
|Normalization income                                                                         |  |       | 61,766    |  |           |   | –          |                 |  |   | 61,766     |  
|Other temporary differences                                                                  |  |       | –         |  |           |   | –          |                 |  |   | –          |  
|Bad debt provision                                                                           |  |       | –         |  |           |   | (38,499    | )               |  |   | (38,499    | )
|Provision for risk                                                                           |  |       | 49,260    |  |           |   | –          |                 |  |   | 49,260     |  
|Others                                                                                       |  |       | 73,283    |  |           |   | –          |                 |  |   | 73,283     |  
|Total                                                                                        |  | $     | 1,946,296 |  |           | $ | (7,346,041 | )               |  | $ | (5,399,745 | )



Note 20 – Loans and Borrowings



The book value of loans and borrowings consist of the following:



|                           |  | 2013 |           
|-------------------------- |  | ---- | ----------
|Non-current                |  |      |           
|Bank loans                 |  | $    | 8,082,859 
|Finance lease creditor     |  |      | 37,345,930
|Total non-current          |  |      | 45,428,789
|                           |  |      |           
|Current                    |  |      |           
|Revolving line of credit   |  |      | 1,877,638 
|Bank loans                 |  |      | 799,474   
|Finance lease creditor     |  |      | 1,936,297 
|Other loans (See Note 23)  |  |      | 889,833   
|Total current              |  |      | 5,503,242 
|                           |  |      |           
|Total loans and borrowings |  | $    | 50,932,031



Bank loans



Bank loans include both secured and unsecured
bank loans. Certain bank loans are secured by the investment properties. In addition to using the investment properties as collateral,
some of the loans are further personally guaranteed by the former owners of the properties.



The table below shows the detail of bank loans
by expiry date and rate (floating or fixed); all bank loans contracts provide for floating rates.



|2013                        |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|Expiry within 1 year        |  | $             | 799,474   |  |       | $
|Expiry within 1 and 5 years |  |               | 3,133,099 |  |       |  
|Expiry in more than 5 years |  |               | 4,949,760 |  |       |  
|Total                       |  | $             | 8,882,333 |  |       | $



As at December 31, 2013, the effective interest rate varies from
EURIBOR+1.125% to EURIBOR+2.554%.





F-33







Revolving line of credit



The Group has committed borrowing facilities available at December
31, 2013 as follows:



|2013                        |  | Floating rate |           |  | Fixed rate |   |         | Total | 
|--------------------------- |  | ------------- | --------- |  | ---------- | - | ------- | ----- | 
|Expiry within 1 year        |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 
|Expiry within 1 and 5 years |  |               | –         |  |            |   | –       |       | 
|Expiry in more than 5 years |  |               | –         |  |            |   | –       |       | 
|Total                       |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 



The facilities expiring within 1 year are annual
facilities subject to renewal at various dates. As at December 31, 2013, the effective interest rate varies from 5.726% to 15.25%.



The revolving line of credit is unsecured,
but personally guaranteed by the former owners of the properties. The total revolving line of credit approved by the bank was $1,816,590.
The full revolving line of credit has been utilized by the Group at December 31, 2013. In addition, the Group has overdrawn the
revolving line of credit by $61,048. As a result of the overdrawn, the total balance of the revolving line of credit as at December
31, 2013 was $1,877,638.



Finance lease creditor

See note “Finance leases” below



Other loans



Other loans consist of an interest bearing
convertible promissory note with the underwriters (see Note 23 – Note Payable to Underwriters).



Note 21 – Finance Leases



The Group leases all its real estate properties
except for the property located in Via Lazio 95 Buccinasco, Via Buozzi 22 Buccinasco and Corso Europa 22.



Such assets are classified as finance leases
as the Group has the right to purchase the assets outright at the end of the minimum lease term by paying a nominal amount.



Future lease payments are due as follows:



|2013                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|Not more than one year                            |  | $                      | 3,640,541  |  |          | $ | 1,704,244  |               | 
|Later than one year and not later than five years |  |                        | 12,984,033 |  |          |   | 6,000,598  |               | 
|Later than five years                             |  |                        | 39,588,713 |  |          |   | 9,226,218  |               | 
|Total                                             |  | $                      | 56,213,287 |  |          | $ | 16,931,060 |               | 



As at December 31, 2013, the effective interest rate varies from
EURIBOR+1.4% to EURIBOR+2.762%.





F-34







The present values of future lease payments are analyzed as:



|2013                    |  | Present value |           
|----------------------- |  | ------------- | ----------
|Current liabilities     |  | $             | 1,936,297 
|Non-current liabilities |  |               | 37,345,930
|Total                   |  | $             | 39,282,227



Note 22 – Provisions



Details of balance sheet item of current provisions:



|Provisions               |  | 2013 |        
|------------------------ |  | ---- | -------
|Post employment benefits |  | $    | 1,524  
|Tax liabilities          |  |      | 10,715 
|Other provisions         |  |      | 480,837
|Total provisions         |  | $    | 493,076



The other provisions refer to probable liabilities
deriving from legal disputes underway from one of the subsidiaries. This provision liability has been estimated based on management
evaluation of the amounts at risk and legal considerations. There are uncertainties that relate to whether claims will be settled
out by payment or if the subsidiary is successful in defending any action (see note 28 – Contingencies and Commitments).



Note 23 – Note Payable to Underwriters



Immediately following the closing of the Business
Combination on September 30, 2013, the Company entered into an interest-bearing promissory note with its underwriter, Chardan Capital
Markets, LLC for the total remaining amount of $889,833 due to the underwriter at the rate of 5% per annum, maturing on December
31, 2013. If the note was not repaid by December 31, 2013, Chardan had the right to convert the note and accrued interest into
ordinary shares at a price of $9.10 per share. In connection with the convertible right, $184,584 was allocated to the value of
the beneficial conversion feature. As of December 31, 2013, full amount of the beneficial conversion feature has been recorded
as interest expense. As of the date of this report, the convertible right had not been exercised. On December 31, 2013 (the note’s
maturity date), the Company was not able to repay the note. As a result of the payment default, an additional default interest
rate of 10% per annum is added to the original 5% per annum interest rate starting December 31, 2013.



Note 24 – Related
Party Transactions and Balances



The Company entered into five non-interest
bearing unsecured promissory notes with one director of the Company which amounted to $420,000. The notes were to be repaid on
the earlier of consummation of the Business Combination or liquidation of the Company. At the closing of the Business Combination,
the funds released from the Trust Account were less than the aggregate of all payables. The director agreed to extend the repayment
date of the $420,000 promissory note to a later time to be determined by mutual agreement between the Company and the director.
See note 30 – Events After the Reporting Date for update.



From time to time, the Company’s executives
incurred expenses on behalf of the Company for various office and travel expenses prior to the Business Combination. No
interest is charged by the executives on any outstanding balance owed by the Company. For the years ended December 31, 2013and
2012, total expenses paid by the executives on behalf of the Company totaled $246,105, and $122,092, respectively. Of these amounts,
$223,397 and $137,291 has not been repaid to the Company’s pre-merger executives as of December 31, 2013 and 2012, respectively.





F-35







The Company has agreed to pay Kaiyuan Real
Estate Development (“Kaiyuan”) a total of $7,500 per month for office space, administrative services and secretarial
support for a period commencing March 24, 2011 and ending on the earlier of consummation of a Business Combination or liquidation
of the Company. Kaiyuan is an affiliate of Mr. Yong Hui Li, the Company’s chairman prior to the Business Combination. The
total expenses incurred under this agreement for the years ended December 31, 2013 and 2012, were $64,833, and $70,495, respectively.
Commencing on February 1, 2012 and ending January 31, 2013, the Company rented additional office space, administrative services
and secretarial support in Taipei. Fees for the additional office space, administrative services and secretarial support were deducted
from the $7,500 monthly fee paid to Kaiyuan by the Company. The Company has a payable to Kaiyuan of $203,312 and $138,479
as at December 31, 2013 and 2012, respectively.



Note 25 – Trade and Other Payables (As
Restated)



Details of the balance sheet item trade and other payables:



|                                          |  | 2013 |           |  | 2012 |  
|----------------------------------------- |  | ---- | --------- |  | ---- | -
|Accrued expenses                          |  | $    | 2,274,075 |  |      | $
|Interest payables                         |  |      | 15,915    |  |      |  
|Trade accounts payables                   |  |      | 3,041,939 |  |      |  
|Due to Lanati                             |  |      | 3,773,041 |  |      |  
|Other payables - social security payments |  |      | 140,757   |  |      |  
|Total trade and other payables            |  | $    | 9,245,727 |  |      | $



Book values approximate to fair value at December 31, 2013.



Note 26 – Derivative Financial Instruments



The fair value of a derivative financial instrument is considered
current.



The fair value of the Group’s interest rate derivatives is
based on bank quotes.



|                                                        |  | 2013 |          
|------------------------------------------------------- |  | ---- | ---------
|Derivatives not designated as hedging instruments       |  |      |          
|Interest rate swaps                                     |  | $    | 1,141,314
|Total derivatives not designated as hedging instruments |  | $    | 1,141,314



Interest rate swaps



The Group entered into interest rate swap contracts
by using floating-to-fixed interest rate swaps. The interest rate swap contracts are linked to a part of a leasing contract. The
notional value as at December 31, 2013 is equal to $8,326,042. The change in fair value since the Business Combination amounted
to $50,649.



Note 27 – Share-Based Payment



On February 25, 2010, the Company’s board
of directors authorized and issued 20,000 of stock options, each option to purchase one ordinary share of the Company to directors
and consultants of the Company.  On November 15, 2010, the Company’s board of directors authorized to reserve an
additional 200,000 stock options for issuance to directors and consultants of the Company from time to time, bringing the total
authorized to an aggregate of 220,000 stock options.





F-36







On December 3, 2010 and March 21, 2012, the
Company’s board of directors granted 35,000 and 5,000 stock options, respectively, each option to purchase one ordinary share
of the Company to officers or directors of the Company.   This brought the total stock options granted as of December
31, 2012 to 60,000.



With respect to the 60,000 shares of stock
options granted as of December 31, 2013, 9,500 shares of the options were granted to certain non-employee consultants for services
to be provided over a two year period that vest quarterly and 40,000 options to certain officers or directors over a two and a
half year period that vest quarterly. In addition, the Company granted certain consultants 10,500 options which vest upon such
consultants meeting certain performance requirements. On September 4, 2013, the board of directors approved the accelerated vesting
of the stock options granted. As a result, all stock options granted are fully vested and exercisable as at September 30, 2013.
The 52,500 shares of stock options were exercised as at December 31, 2013. The weighted average fair value of the stock options
exercised amounted to $527,910.



The following table summarizes the non-employee
stock option activity for the years ended December 31, 2013 and 2012:



|                                 |  | Number ofShares |         |   | WeightedAverageExercise Priceper Share |   |       | WeightedAverageRemainingContractualTerm (in Years) |  |  | AggregateIntrinsic Value | 
|-------------------------------- |  | --------------- | ------- | - | -------------------------------------- | - | ----- | -------------------------------------------------- |  |  | ------------------------ | 
|Outstanding at January 1, 2012   |  |                 | 55,000  |   |                                        | $ | 0.001 |                                                    |  |  | 5.46                     | 
|Granted                          |  |                 | 5,000   |   |                                        |   | 0.001 |                                                    |  |  | –                        | 
|Exercised                        |  |                 | –       |   |                                        |   | –     |                                                    |  |  | –                        | 
|Cancelled                        |  |                 | –       |   |                                        |   | –     |                                                    |  |  | –                        | 
|Outstanding at December 31, 2012 |  |                 | 60,000  |   |                                        |   | 0.001 |                                                    |  |  | 4.44                     | 
|Granted                          |  |                 | –       |   |                                        |   | –     |                                                    |  |  | –                        | 
|Exercised                        |  |                 | (52,500 | ) |                                        |   | 0.001 |                                                    |  |  | –                        | 
|Cancelled                        |  |                 | –       |   |                                        |   | –     |                                                    |  |  | –                        | 
|Outstanding at December 31, 2013 |  |                 | 7,500   |   |                                        | $ | 0.001 |                                                    |  |  | 3.44                     | 
|Exercisable at December 31, 2013 |  |                 | 7,500   |   |                                        | $ | 0.001 |                                                    |  |  | 3.44                     | 





The following table summarizes the unvested
non-employee stock option activity during the period from February 4, 2010 (inception) to December 31, 2013:



|                           |  | Number of Shares |        
|-------------------------- |  | ---------------- | -------
|Unvested January 1, 2012   |  |                  | 29,587 
|Granted                    |  |                  | 5,000  
|Vested                     |  |                  | (18,487
|Cancelled                  |  |                  | –      
|Unvested December 31, 2012 |  |                  | 16,100 
|Granted                    |  |                  | –      
|Vested                     |  |                  | (16,100
|Cancelled                  |  |                  | –      
|Unvested December 31, 2013 |  |                  | –      





F-37







The fair value assigned to the vested increments
of these awards was estimated at the grant date of the non-employee stock options using the Black-Scholes option-pricing model
with the following assumptions:



|                                                          |  | For the year ended |               
|--------------------------------------------------------- |  | ------------------ | --------------
|                                                          |  | December 31, 2012  |               
|Stock Price                                               |  |                    | $9.50 - $11.38
|Risk-free interest rate                                   |  |                    | 0.56% - 1.22% 
|Expected term (in years)                                  |  |                    | 4.44          
|Weighted average expected stock price volatility          |  |                    | 62.23%        
|Expected dividend yield                                   |  |                    | 0%            
|Weighted average grant-date fair value of options granted |  | $                  | 9.6727        



For the year ended December 31, 2012, management
used the following assumptions for the Black-Scholes inputs: On the option valuation date, the current stock price of the Company
was used for determining the fair value of the Company’s stock based on the closing price of common stock on the valuation
date. An expected volatility based on the average expected volatilities of a sampling of three companies with similar attributes
to the Company, including: industry, stage of life cycle, size and financial leverage. The expected dividend rate of 0% is based
on management’s plan of operations. The risk-free interest rate is based on the U.S. Treasury 5-year Treasury Bill on the
date of measurement. The Company expects that no options will be forfeited.



Share-based compensation expense from non-employee
stock options totaled $154,343 and $180,750 for the years ended December 31, 2013 and 2012, respectively.



The Company issued 30,000 shares to an external
consultant for press relation services in March 2013. The shares issued were valued at $300,000 using the stock’s average
market price when the services were rendered.



Note 28 – Contingencies and Commitments



The following summarizes the material litigation
relating to our Subsidiaries.



i. Auchan



On March 14, 2013, Auchan S.p.A. brought a
lawsuit before the Court of Milan against Ellegi and GSI in relation to a lease agreement entered into with Ellegi on July 15,
2010, and a contract for the realization of certain works entered into with GSI on August 5, 2010, both relating to the property
located in Buccinasco (MI), Via della Resistenza 64/Via Lazio 95 (cause registration No: 20577/2013). Auchan S.p.A. asked for the
compensation of the damages suffered from the non-fulfillment by Ellegi and GSI of the obligations contained in such agreements,
in the amount of approximately $4.8 million. The Group disagreed with the allegations and intended to defend against this claim,
although no assurance can be made that they will be successful. The Group has accrued a provision of $180,837 for such risk. The
first hearing was held on October 10, 2013. The next hearing will be held on September 24, 2014.



ii. Pianimpianti



Dieci has a receivable of $278,611 vis-à-vis
a tenant named “Pianimpianti”. The lease agreement was entered into by Ellegi on April 1, 2009, and was subsequently
assigned to Dieci. Pianimpianti, now a former tenant, has transferred its offices abroad and the injunction order could not be
served. Accordingly, it is likely that Dieci will win the case, but unlikely that it will be able to collect its credit. Dieci
Real Estate also filed a request to declare the bankruptcy of Pianimpianti but the request was rejected. As of date of this report,
there are no updates.





F-38







iii. Lorenzon Engineering & Technology
S.r.l.



The case derives from a contract entered into
by Magfin and IGS on April 26, 2012, by virtue of which IGS undertook to realize certain renovation works on the property located
in Buccinasco (MI), Via Lucania 2. IGS subcontracted the works to Lorenzon Engineering & Technology S.r.l. (“Lorenzon”)
and Magfin guaranteed the obligations of IGS vis-à-vis Lorenzon. IGS contested the correct execution of certain works performed
by Lorenzon and did not pay some of the amounts due. Lorenzon, in turn, requested the payment to Magfin, which refused, in light
of the defects of the works. Lorenzon, however, obtained from the Court of Milan an injunction order vis-à-vis Magfin for
the payment of an amount of $269,852. Magfin has challenged the order before the Court of Milan, however there can be no assurance
that it will be successful. The first hearing was held on October 1, 2013. On November 27, 2013, Lorenzon obtained an injunction
order against Magfin for the payment of $297,221. On December 9, 2013, Magfin filed an appeal to the order. On April 8, 2014, the
judge upheld the ruling against Magfin for the payment of $297,221 plus $3,921 of legal fees. The amount was accrued in the 2013
consolidated financial statements.



Note 29 – Capital Management



The primary objective of the Group’s
capital management is to ensure that it remains within its quantitative banking covenants and maintain a strong credit rating.
No changes were made in the objectives, policies or processes during the year ended December 31, 2013. Prior to the Business Combination
on September 30, 2013, the Company was operated as a blank check company (see note 1—Organization and plan of business operations)
at the development stage.



Following the Business Combination, the Group
monitors capital primarily using a loan-to-value ratio, which is calculated as the amount of outstanding debt divided by the valuation
of the investment property portfolio. The Group’s policy is to keep its average loan-to-value ratio lower than 80%.



Banking covenants vary according to each loan
agreement, but typically require that the loan-to-value ratio does not exceed 80% to 85%.



During the period, the Group did not breach
any of its loan covenants, nor did it default on any other of its obligations under its loan agreements.



|                                                    |  | 2013 |           
|--------------------------------------------------- |  | ---- | ----------
|Carrying amount of loans and borrowings             |  | $    | 50,932,013
|                                                    |  |      |           
|External valuation of completed investment property |  | $    | 72,877,131
|                                                    |  |      |           
|Loan to value ratio                                 |  |      | 70%       



Note 30 – Events After the Reporting Date



The Securities Purchase Agreement (“SPA”)
the Company signed with Radiomarelli SA at a price of $9.10 per share for gross proceeds of $130 million was not completed by December
31, 2013, and therefore deemed terminated according to the terms on the SPA. The Purchase Agreement (“PA”) the Company
and BHN entered into with Radiomarelli SA and Futurum Energy SA for an aggregate of 37.2 million ordinary shares was not completed
by December 31, 2013. According the terms on the PA, either party can elect to terminate the agreement. On January 9, 2014, notwithstanding
repeated assurances from Radiomarelli SA and Futurum Energy SA (together the "Sellers”) to the Company that the Sellers
would promptly complete the terms of the previously announced Securities Purchase Agreement and Green Certificates Purchase Agreement,
the Sellers have not provided the Company with a closing date to the previously disclosed transactions. Consequently, the Company
is exploring the possibility of bringing appropriate legal action. The Sellers still have not provided the Company with a closing
date to the previously disclosed transactions.





F-39







Separately on January 9, 2014, the Company
approved a 24 month extension of the maturity date of the outstanding warrants and the reduction of the exercise price from $7.50
per share to $5 per share. As a result of the 24 months extension, the expiration date is amended to March 30, 2018.



On March 25, 2014, the Company entered into
a series of Termination Agreements (each a “Termination Agreement” and collectively, the “Termination Agreements”)
with BHN LLC (“BHN”) and certain persons named therein. The Termination Agreements terminate those certain Voting Agreements,
each dated September 27, 2013, entered into in connection with the closing of the Company’s initial acquisition transaction
on such date (the “Voting Agreements”). The Voting Agreements provided that, for the one year period following the
closing of the acquisition transaction, the Company’s board of directors would consist of seven persons. In addition to terminating
the Voting Agreements, the Termination Agreements provided that each party would pay its own costs in connection with the Termination
Agreements.



Following the Termination Agreements, there
is a management change by way of majority shareholder consent on May 5, 2014, to remove some members of the Board of Directors,
and to appoint new Board members. Immediately following the new appointment of Board of Directors, the Board of Directors appointed
a new interim CEO and interim CFO on May 8, 2014.



On July 1, 2014, all the non-interest bearing
unsecured promissory notes amounted to $420,000 described in note 24 -- Related Party Transactions and $230,000 of reimbursable
expenses owed to this director, and additional cash injection of $30,000 to the Company on June 26, 2014 by the director were converted
to an interest bearing unsecured convertible promissory notes of $680,000 with an interest rate of 10% per annum, compounding annually.
The notes mature on the earlier of (i) the date on which the Company liquidates and winds-up its affairs, or (ii) June 30, 2015.
The convertible feature grants the payee the option to convert the principal sum and any unpaid interest for the lower of (1) $2.29
per share, or (2) the price per share of the Company’s next round of financing. In addition to the conversion of this aforementioned
promissory note, the Company entered into four additional interest bearing unsecured convertible promissory notes which amounted
to $160,000 with the same interest rate and convertible feature as the previously converted notes.



On May 10, 2014, the Company’s board
of directors granted 62,000 stock options to an officer and a non-employee consultant.





F-40