Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2017

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

For the transition period from ____________ to _____________

Commission File Number 000-54820

HORRISON RESOURCES INC.

(Exact name of registrant as specified in its charter)

FLORIDA

20-4138848

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Unit L, 16FL, MG Tower, 133 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong

(Address of principal executive offices) (Zip code)

852-27762466

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.01 par value

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or an amendment to this form 10-K. Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☒
Emerging growth company	☐

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

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

As of March 31, 2018, there were 43,425,000 shares of common stock outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		ii

PART I

Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	4

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10
Item 9A.	Controls and Procedures	10
Item 9B.	Other Information	11

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accountant Fees and Services	16

PART IV

Item 15.	Exhibits, Financial Statement Schedules	17

SIGNATURES		18

FINANCIAL STATEMENTS		F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Properties” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.

We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

	●	our ability to raise capital;

	●	our ability to identify suitable acquisition targets;

	●	our ability to successfully execute acquisitions on favorable terms;

	●	declines in general economic conditions in the markets where we may compete;

	●	unknown environmental liabilities associated with any companies we may acquire; and

	●	significant competition in the markets where we may operate.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

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PART I

ITEM 1. BUSINESS

Our History

Horrison Resources Inc. Horrison Resources Inc. (“we,” “us,” “our” or the “Company”), formally known as Sichuan Leaders Petrochemical Company., was incorporated under the laws of the State of Florida on June 29, 2000. From our inception through May 2013, we provided quality space saving custom home furniture and closet organizing systems to the general public.

In May 2013, our Board of Directors (the “Board”) determined that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of our shareholders to pursuit other business opportunities within lubricating oil research and development, production and sales in Asia in order to generate new business revenue. The Board agreed to the change in the business strategy and to change the name of the Company to reflect said new direction and mission. To facilitate this action, the Board voted to dispose of all of our assets related to the retail operation of the wall bed products. This action was approved on May 21, 2013 by shareholders representing 87% of our issued and outstanding shares of common stock.

On September 28, 2017, Andy Fan (the “Seller”) and Yap Nee Seng (the “Purchaser”) entered into a Stock Purchase Agreement (the “Agreement”). The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on November 3, 2017. Pursuant to the Agreement, the Sellers sold to the Buyers, and the Buyers agreed to purchase from the Sellers, 40,000,020 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company, constituting approximately 92.1% of the issued and outstanding Common Stock. In connection with the Closing, Mr. Andy Fan resigned from the executive officer positions he held with the Company and Tina Donnelly resigned from the corporate secretary position she held with the Company. Effective on October 31, 2017, the Company appointed Yap Nee Seng as Chief Executive Officer, President and Chairman of the Company and the Company appointed Cheah Pei Yin as Chief Financial Officer, Secretary and director of the Company.

As a result of the change of control of our Company, on March 8, 2018, our board has adopted and approved by the unanimous written consent in lieu of a meeting to amend Article 1 of our Articles of Incorporation changing our name to “Horrison Resources Inc.” (the “Name Change Amendment”) and an amendment to Article 3 of our Articles of Incorporation changing our address to Unit L, 16/F, MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. The Name Change Amendment was also adopted and approved by the written consent of Mr. Nee Seng Yap, the owner of approximately 92.1% of our outstanding shares of common stock, executed on March 8, 2018. We filed a preliminary information statement with the SEC on or about the date first set forth above to holders of record as of the close of business on March 8, 2018 (the "Record Date") of the common stock, par value $.01 per share ("Common Stock") of the Company in connection with the Name Change Amendment. No proxy of our shareholders will be solicited for a vote on the Name Change Amendment and this Information Statement is being furnished to shareholders solely to provide them with certain information concerning the Name Change Amendment in accordance with the requirements of the Exchange Act and the regulations promulgated thereunder, including particularly Regulation 14C. In accordance with Regulation 14C, the Name Change Amendment will not be effected prior to the 21st day after this Information Statement is mailed to shareholders of record as of the Record Date.

We are a shell company within the meaning of Section 12(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) seeking to acquire an operating business.

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Our Business

Management has determined that the opportunities in the petrochemical field in Asia have declined in recent years. Management believes the change in our strategic business direction will be more difficult and will take longer to complete any acquisitions and generate future cash flows. Accordingly, we have expanded our business plan to include mergers and acquisitions of non-petrochemical companies in Asia and the United States. Since March 2018, we have been exploring various opportunities within the Agar wood field for the acquisition of companies in Hong Kong and Southeast Asia that are wholesalers of Agar Wood. Management has sought to acquire companies through mergers and acquisitions or in the alternative to acquire the rights to distribute products throughout the Hong Kong and Southeast Asia.

The realization value from any additional services to be offered is largely dependent on factors beyond our control such as the market for our services. We currently have no operations with which to raise cash. Our only source for cash at this time is investments by our current sole officer and director.

We originally engaged AF Ocean Investment Management Company (the “Service Provider”), effective June 1, 2014, for access to and use of office space at a location leased by the Service Provider from a third party, for legal services, management and accounting related services including, without limitation, preparing periodic and other reports required to be filed under the Securities Exchange Act of 1934, preparing financial reports, bookkeeping, managing their websites, handling previous employee matters as they should arise, and related governmental filings, handling advertising matters, and processing payables. (collectively, the "Services"). The agreement with the Service Provider was continued for another one year term. We paid the Service Provider a management fee of $1,996 per month, totaling $23,957 for the twelve month ended December 31, 2016.On March 1, 2017, the Board agreed to cancel the management agreement with AF Ocean Investment Management Company (“AF Ocean”) effective April 1, 2017.

During the next 12 months, our only foreseeable cash requirements will relate to the payment of our Securities and Exchange Commission (“SEC”) and Exchange Act reporting filing expenses, including associated accounting fees; costs incident to reviewing or investigating any potential business venture; maintaining our good standing as a corporation in our state of organization.

Principal Products and Their Markets

We currently have no business operations and produce no products or provide any services.

Products Distribution Methods

We currently have no business operations and produce no products or provide any services.

Status of any Publicly Announced New Product or Service

We currently have no business operations and produce no products or provide any services.

Competitive Business Conditions

Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories when compared with the lack of any substantive operations by the Company.

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Sources and Availability of Raw Materials and Names of Principal Suppliers

Because we currently have no business operations and produce no products or provide any services, we do not use any raw materials nor have any suppliers at this time.

Dependence on One or a Few Customers

Because we currently have no business operations and produce no products or provide any services, we do not have any customers at this time.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

We have not registered the “Horrison Resources Inc.” mark used by our business as a trade name in Florida or any state or the United States Patent and Trademark Office.

Need for Government Approval of Principal Products or Services

Because we currently have no business operations and produce no products or provide any services, we are not presently subject to any governmental regulation in this regard.

Effect of Existing or Probable Governmental Regulations on the Business

Exchange Act Reporting Requirements

We are subject to the reporting requirements of Section 13 of the Exchange Act, and the disclosure requirements of Regulation S-K. However, as a “smaller reporting company,” we are permitted to omit certain disclosures or provide less disclosure regarding certain information required to be disclosed under Regulation S-K as compared to companies that are not a “smaller reporting company.”

We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company’s shareholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least ten days prior to the date that definitive copies of this information are forwarded to the Company’s shareholders.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to shareholders will cause our expenses to be significantly higher than they would be if we were a privately-held company.

Sarbanes-Oxley Act

We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls (this is not applicable to “non-accelerated filers” and “smaller reporting companies”); prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will substantially increase our legal and accounting costs.

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Foreign Corrupt Practices Act

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

State and Local Regulations

There’s no state or local regulations that require us to obtain a special business license for our business, however the State of Florida requires us to file an Annual Report. We are not required as a company to maintain Worker’s Compensation Insurance and pay into the Florida Unemployment Compensation Fund since we have no employees. When we retain new officers and begin to pay salaries we will then have to apply for Workers Compensation Insurance and pay into the Florida Unemployment Compensation Fund.

Research and Development During Our Last Two Fiscal Years

We did not spend any money on research and development during each of the last two fiscal years.

Cost and Effects of Compliance with Environmental Laws

Because we currently have no business operations and produce no products or provide any services, we are not subject to environmental laws in any material manner.

Number of Total Employees and Number of Full Time Employees

We have no employees.

ITEM 1A. RISK FACTORS

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to the requirements under Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

On April 1, 2016, we moved our corporate office from the office space we were occupying with the Service Provider at 11015 Gatewood Drive, Suite 103, Lakewood Ranch, Florida 34211 to 3904 US Hwy 301 N Ellenton, FL 34222. The office space is rented by AF Ocean Investment Management Company the (Service Provider), and the Company pays a monthly management fee to them for services provided which includes the company's rent. The Service Provider entered into a lease with the landlord. We share the space with the Service Provider, and ChinAmerica Andy Movie Entertainment Media Co. at 3904 US Hwy 301 N Ellenton, FL 34222. The Service Provider’s lease is for a term of one year commencing April 1, 2016, and the monthly rent is $400. We did not enter into a sub-lease with the Service Provider for use of the space. Instead, our use of 3904 US Hwy 301 N Ellenton, FL 34222 is included as part of the services provided by the Service Provider. On March 8, 2018, we have changed our business address to Unit L, 16/F, MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. The rent of Hong Kong Office was paid by Mr. Nee Seng Yap and no lease agreement was signed by our Company.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions required to be disclosed by Item 103 of Regulation S-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

Market Information

Our common stock is quoted on the PINK marketplace under the symbol “SLPC.” Prior to June 5, 2014, our common stock was not traded. Since then, there have been very few trades and there currently is no “established trading market” for our shares of common stock. Management does not expect any established trading market to develop in our shares of common stock unless and until we complete an acquisition or merger and/or we have material operations. In any event, no assurance can be given that any market for our common stock will develop or be maintained.

The limited nature of the trading market can create the potential for significant changes in the trading price for our common stock as a result of relatively minor changes in the supply and demand for shares and perhaps without regard to our business activities. Because of the lack of specific transaction information and our belief that quotations during the below periods were particularly sensitive to actual or anticipated volume of supply and demand, we do not believe that such quotations during this period are reliable indicators of a trading market for our common stock.

The following table sets forth the high and low bid prices of our common stock for the periods noted. These bid prices were obtained from OTC Markets Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High		Low
Fiscal Year Ended December 31, 2017
First Quarter	$	1.50	$	1.50
Second Quarter	$	1.50	$	1.50
Third Quarter	$	1.50	$	1.50
Fourth Quarter	$	1.50	$	1.50

Fiscal Year Ended December 31, 2016
First Quarter	$	1.50	$	1.50
Second Quarter	$	1.50	$	1.50
Third Quarter	$	1.50	$	1.50
Fourth Quarter	$	1.50	$	1.50

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The SEC generally defines what is referred to as “penny stock” to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Our common stock is a penny stock and as such is covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our common stock. We believe that the penny stock rules may discourage investor interest in, and limit the marketability of, our common stock.

Holders

As of the close of business on December 31, 2017, there were approximately 36 holders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of the Board. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of Directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2017, there are no compensation plans under which our equity securities are authorized for issuance.

Recent Sales of Unregistered Securities

We did not sell any unregistered common stock or other equity securities during the fiscal year ended December 31, 2016.

On September 28, 2017, Andy Fan (the “Seller”) and Yap Nee Seng (the “Purchaser”) entered into a Stock Purchase Agreement (the “Agreement”). The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on November 3, 2017. Pursuant to the Agreement, the Sellers sold to the Buyers, and the Buyers agreed to purchase from the Sellers, 40,000,020 shares of common stock (the “Shares”), par value $0.01 per share (the “Common Stock”) of the Company, constituting approximately 92.1% of the issued and outstanding Common Stock for a total purchase price of $375,000. The Shares being sold by the Seller to the Buyer were being sold in a private transaction between the Seller and the Buyer exempt from the registration requirements of Section 5 of the Securities Act under the rules, regulations and interpretations of the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2017.

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ITEM 6. SELECTED FINANCIAL DATA

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 301 of Regulation S-K.

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this annual report .

Overview

We were incorporated in the State of Florida on June 29, 2000 under the name Quality Wallbeds, Inc. In December 2012, we changed our name in anticipation of new business opportunities in the distribution of petrochemical products in the automotive industry. From our inception through May 2013, we provided custom home furniture and closet organizing systems. We discontinued our wall bed operations in May, 2013. Since then we have focused our efforts on exploring various business opportunities to determine the best strategic business direction. Although we have not abandoned the business model for the distribution of petrochemical products in the automotive industry, we are also pursuing mergers and acquisitions of non-petrochemical companies in Asia and the United States. Since the change in the business model, current management has seen a direct impact on our revenues. Future cash flows, if any, are impossible to predict at this time. We may raise cash flow sources other than our operations. Our only other source for cash at this time is loans from our Chairman, Tony Yap Nee Seng. Any change in our strategic business direction may take years to complete and future cash flows, if any, are impossible to predict at this time.

Result of Operations

The following table provides a comparison of a summary if our results for the fiscal years ended December 31, 2017 and 2016.

	Fiscal Year Ended December 31,
	2017			2016			% Change
Revenue	$	-		$	-			-	%
General and Administrative Expense		49,771			27,852			-50	%
General and Administrative Expense – Related Party		10,489			23,957			45	%
Loss from Operations		(60,260	)		(51,809	)		47	%
Net Loss	$	(82,626	)	$	(18,955,230	)		-99	%

Revenue from Operations

For the fiscal year ended December 31, 2017 and 2016, there was no revenue.

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General and Administrative Expenses

During the fiscal year ended December 31, 2017 and December 31, 2106, general and administrative expenses were $49,771 and $27,852, respectively. The increase in expenses relates directly to the lawyers and auditors fees from the periodic filings with the SEC.

General and Administrative Expenses – Related Party

During the fiscal year ended December 31, 2017 and December 31, 2016, related party operating expenses were $10,489 and $23,957, respectively. As of April 1, 2017 the contract with the Service Provider AF Ocean was cancelled.

Net Loss

As a result of the factors described above, there was a net loss of $82,626 for the fiscal year ended December 31, 2017 as compared to $18,955,230 for the fiscal year ended December 31, 2016. The decrease is due to no loss on stock issued for related party debt during the fiscal year.

Liquidity and Capital Resources

General.

At December 31, 2017, there is no cash and cash equivalents. We have historically met our cash needs through cash flows from operating activities. However, since the discontinuation of our Florida wall bed operation the controlling shareholders have continued to fund the Company’s operating expenses through shareholder loans as necessary. Our cash requirements are generally for general and administrative activities, including all expenses related to periodic filings with the SEC. We have raised capital through officer loans during the previous fiscal year. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements and therefore we will require additional funding through officer loans.

In the event we are unable to generate sufficient funds to continue our business efforts or if we are pursued by a larger company for a business combination, we will analyze all strategies to continue the Company and maintain or increase shareholder value. Under these circumstances, we would consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination for the purposes of continuing the business and maintaining or increasing shareholder value. Management believes its responsibility to maintain shareholder value is of paramount importance, which means we should consider the aforementioned alternatives in the event funding is not available on favorable terms to us when needed.

Operating activities

Our continuing operating activities used cash of $43,686 and $47,065 for the fiscal years ended December 31, 2017 and 2016, respectively. The decrease is mainly due to discount on related party debt during the fiscal year.

Investing Activities

We neither generated nor used funds in continuing investing activities during the fiscal years ended December 31, 2017 and 2016, respectively.

Financing activities

We generated cash of $22,370 and $0 in financing activities during the fiscal years ended December 31, 2017 and 2016, respectively.

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Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had no ongoing business or other source of income and incurred a net loss of $82,626 for the fiscal year ended December 31, 2017. Due to the Company’s limited liquid resources, recurring losses from operations and the Company’s need to raise additional capital, all raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are currently evaluating acquisitions and other business opportunities. The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. No assurance can be given that we will be successful in these efforts.

Inflation

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.

Subsequent Events

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements as of and for the fiscal years ended December 31, 2017 and 2016 are set forth on pages F-1 to F-12 immediately following the signature page to this annual report. See Item 15 for a list of the financial statements included herein.

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

On June 1, 2017, the Board of the Company approved the withdrawal of Stevenson & Company CPAS LLC (Stevenson’s) as the Company’s independent registered public accounting firm, effective as of June 1, 2017.

On June 1, 2017, the Board of Directors of the Company approved the engagement of MaloneBailey, LLP as the Company’s new independent registered public accounting firm, effective as of June 1, 2017.

On November 8, 2017, the Board of the Company approved withdrawal of MaloneBailey LLP as the Company’s independent registered public accounting firm, effective as of November 8, 2017.

On November 8, 2017, the Board of Directors of the Company approved the engagement of TAAD LLP (“TAAD”) as the Company’s new independent registered public accounting firm, effective as of November 8, 2017.

For more information regarding our change in accountants, see our Current Report on Form 8-K dated and filed with the SEC on November 9, 2017.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) our internal audit functions; (ii) a lack of segregation of duties within accounting functions; and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of December 31, 2017, we did not maintain effective internal control over financial reporting.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight

Name

Age

Position

Yap Nee Seng

President, Chief Executive Officer and Chairman of the Board

Cheah Pei Yin

Chief Financial Officer, Secretary, and Director

Board Auditing Standard No. 5) or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of the fiscal year ended December 31, 2017 but not reported, whether or not otherwise required by this Form 10-K.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth the name and age of our directors and executive officers. Our By-Laws provide for not less than one and not more than fifteen directors. Directors are elected annually by the shareholders to serve until the next annual meeting of the shareholders and until their successors are duly elected and qualified.

Name	Age	Position

Yap Nee Seng	52	President, Chief Executive Officer and Chairman of the Board

Cheah Pei Yin	29	Chief Financial Officer, Secretary, and Director

Background of Directors and Executive Officers

Mr. Nee Seng Yap, age 52, serves as our Chief Executive Officer, President and Chairman of the Board. Mr. Yap served as executive director to GMC Network Sdn. Bhd. From 1999 to 2002. From 2003 to 2005, Mr. Yap served as president to Gaoyizhi (International) Group of Companies. From 2005 to 2008, Mr. Yap served as president to Dalian Meiluo International Limited and group of companies. From 2008 to present, Mr. Yap served as founder and chief executive officer to BBB Global Holding Limited. From 2013 until present, Mr. Yap served as founder chief executive officer, and chairman to BBB Group of Companies. Mr. Yap received his Ph.D. in business administration from University of California in 1999 and specialized in international business, business management, marketing and business coach.

Pei Yin Cheah, age 29, has been appointed as our Chief Financial Officer, Secretary and Director of the Board. Ms. Cheah served as executive director to BBB Resources SDN. BHD. from 2015 to 2017, and served as chief financial officer to BBB Asia Capital Berhad, from 2015 to 2018. Ms. Cheah served as executive director to Zero to Hero Enterprise from 2008 to 2013. Ms Cheah received B.A. specialized in business management, marketing and finance management.

Other Directorships Held in Companies Subject to the Exchange Act Reporting Requirements

Neither Mr. Nee Seng Yap nor Ms. Pei Yin Cheah hold any directorship in other companies subject to the Exchange Act reporting requirements.

Involvement in Certain Legal Proceedings

We have no pending legal proceedings and are not currently involved in any legal matters to disclose in Regulation S-K, Item 401(f).

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Section 16(a) Beneficial Ownership Reporting Compliance

Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review of reports submitted to us during the fiscal year ended December 31, 2017, the following table sets forth the name of any such person that failed to file the required forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known failure to file a required form.

Name	Number of late reports	Number of transactions not reported timely

Nee Seng Yap	2	2

Pei Yin Cheah	1	1

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. In addition to the Code of Business Conduct and Ethics, our principal executive officer, principal financial officer and principal accounting officer are also subject to written policies and standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the SEC and in other public communications made by us; compliance with applicable government laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and accountability for adherence to the code.

Corporate Governance

Nominating Committee

We have neither a nominating committee for persons to be proposed as directors for election to the Board nor a formal method or procedures for shareholders to recommend nominees to the Board, because we have limited operations and have only two directors. We also do not have any restrictions on shareholder nominations under our articles of incorporation or by-laws. Our directors are able to effectively manage the issues typically considered by a nominating committee. If we do establish a nominating committee or adopt procedures by which shareholders may recommend nominees to the Board, we will disclose this change to our procedures in recommending nominees to the Board.

Audit Committee and Audit Committee Financial Expert

We have not established an audit committee, nor any other designated committee of the Board, because we have limited operations and have only two directors.

We do not have an “audit committee financial expert.” We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our current status as a shell company, we believe the services of a financial expert are not warranted.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Officer Compensation

During the fiscal years ended December 31, 2017 and 2016, we did not pay any compensation (cash, equity, incentive, deferred or otherwise) to our executive officers or enter into any verbal or written agreement to pay such compensation. Cash compensation amounts will be determined in the future based on the availability of funds, services to be rendered and time devoted to our business. Other elements of compensation, if any, will be determined at that time or at other times in the future.

The following table sets forth information concerning the annual and long term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal year December 31, 2017, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and principal			Salary		Bonus		Stock Awards		Option Awards		Non-equity Incentive plan Compensation		Nonqualified deferred compensation earnings		All other Compensation		Total
position	Year		($)		($)		($)		($)		($)		($)		($)		($)
Nee Seng Yap (1)		2017		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Pei Yin Cheah (2)		2017		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Summary Compensation Table - Officers

(1)	The Company has not entered into any employment contracts with Mr. Yap.
(2)	The Company has not entered into any employment contracts with Ms. Cheah

Outstanding Equity Awards at Fiscal Year-End

No individual grants of stock, options to purchase stock or other equity incentive awards have been made to any executive officer during the fiscal year ended December 31, 2017, although we may choose to adopt a plan for equity awards in the future.

Director Compensation

We do not currently have an established policy to provide any type of compensation (cash, equity, incentive, deferred or otherwise) to our directors and officers for their services in that capacity during the fiscal year ended December 31, 2017, although we may choose to adopt a policy in the future.

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

The following tables set forth information with respect to the beneficial ownership of our outstanding common stock as of December 31, 2017 by: (1) each director; (2) each named executive officer; (3) all of our director and executive officers as a group, and (4) each shareholder identified as beneficially owning greater than 5% of our outstanding shares of common stock. Beneficial ownership means sole or shared voting power or investment power with respect to a security. We have been informed that all shares shown are held of record with sole voting and investment power. To our knowledge, none of the shares reported below are pledged as security.

The percentage of outstanding common shares has been calculated based upon 43,425,000 shares of common stock outstanding on December 31, 2017. There are no stock options, warrants and/or other convertible or exercisable securities outstanding.

Name of Buyer	Number of Shares (1)			Percentage of Class (2)
Yap Nee Seng* No. 66 Jalan City, Icon City, 14000 Bukit Mertajam, Penang, Malaysia		40,000,020	(3)		92.1	%
Cheah Pei Yin* No. 66 Jalan City, Icon City, 14000 Bukit Mertajam, Penang, Malaysia		0			0	%
All directors and officers as a group		40,000,020			92.1	%

* Director and/ or executive officer.

(1)	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)	Based on 43,425,000 shares of Common Stock issued and outstanding as of the Closing.
(3)	These shares are owned of record by Yap Nee Seng. Mr. Andy Fan has submitted his resignation as Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board of the Company and Mr. Yap Nee Seng has been appointed as the Company’s chairman, CEO and President effective immediately upon the Closing.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Except as described below, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

Commencing June 1, 2014, we engaged AF Ocean Investment Management Company (the “Service Provider”), for access to and use of office space at a location leased by the Service Provider from a third party, for legal services, management and accounting related services including, without limitation, preparing periodic and other reports required to be filed under the Securities Exchange Act of 1934, preparing financial reports, bookkeeping, managing their websites, handling previous employee matters as they should arise, and related governmental filings, handling advertising matters, and processing payables. (collectively, the “Services”). On March 1, 2017 the Board of Directors agreed to cancel the management agreement with AF Ocean Investment Management Company (AF Ocean) effective April 1, 2017.

Director Independence

We are not a listed issuer and our securities are not listed on any national securities exchange or an inter-dealer quotation system which requires that a majority of the Board be independent. With just two directors, they function as and perform the duties and responsibilities typically carried out separately by committees. We evaluated independence pursuant to the standards for director independence set forth in Nasdaq Listing Rule 5605. Neither Nee Seng Yap nor Pei Yin Cheah are considered independent under Nasdaq Listing Rule 5605(a)(2) because they are “executive officers” of the Company as such term is defined in Nasdaq Listing Rule 5605(a)(1).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Year	Audit Fees Stevenson		Audit Fees TAAD		Audit Related Fees		Tax Fees		All Other Fees		Total Fees
2017	$	3,000	$	8,500	$	0	$	0	$	0	$	11,500
2016	$	11,500	$	0	$	0	$	0	$	0	$	11,500

Audit Fees : The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees : The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees.

Tax Fees : The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All Other Fees : The aggregate fees billed in each of the last two fiscal for products and services provided by the principal accountant other than those disclosed above.

Audit Committee Pre-Approval Policies and Procedures

We do not currently have an audit committee because we have only two directors who are also our executive officers. However, the engagement of TAAD LLP as our independent registered public accounting firm for the audit of our annual financial statements for fiscal years ended December 31, 2017 was pre-approved by our directors in order to assure that the services performed by TAAD LLP do not impair their independence from us. We paid TAAD LLP for their services and therefore they have no direct or indirect interest in us.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this annual report:

(1)	Financial Statements

	●	Reports of Independent Registered Public Accounting Firm

	●	Balance Sheets at December 31, 2017 and December 31, 2016

	●	Statements of Operations for the years ended December 31, 2017 and December 31, 2016

	●	Statements of Stockholders’ Equity for the years ended December 31, 2017 and December 31, 2016

	●	Statements of Cash Flows for the years ended December 31, 2017 and December 31, 2016

	●	Notes to the Financial Statements

(2)	Financial Statement Schedules

	All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.

(3)	Exhibits

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation *

3.2		Articles of Amendment to Articles of Incorporation **

3.3		Articles of Amendment to Articles of Incorporation ***

3.4		By-Laws *

14		Code of Business Conduct and Ethics *

31		Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ***

32		Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith)

101

Financial statements of Horrison Resources Inc. Horrison Resources Inc. for the fiscal year ended December 31, 2017 and December 31, 2016 formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) Statement of Changes in Stockholders’ Equity; (iv) the Statement of Cash Flows; and (v) the Notes to the Financial Statements ***

*	Incorporated herein by reference to Horrison Resources Inc.’s Registration Statement on Form S-1 filed with the SEC on August 7, 2012.

**	Incorporated herein by reference to Horrison Resources Inc.’s Current Report on Form 8- K filed with the SEC on December 31, 2012.

***	Filed herewith

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SIGNATURES

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

	HORRISON RESOURCES INC.

Dated: April 16, 2018	By:	/s/ Nee Seng Yap
		Nee Seng Yap Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 16, 2018

By:

/s/ Pei Yin Cheah

Pei Yin Cheah

Chief Financial Officer,

(Principal financial officer and
principal accounting officer)

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FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2017 and December 31, 2016	F-4
Statements of Operations for the years ended December 31, 2017 and December 31, 201 6	F-5
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017 and December 31, 2016	F-6
Statements of Cash Flows for the years ended December 31, 2017 and December 31, 2016	F-7
Notes to the Financial Statements	F-8

F- 1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Horrison Resources Inc. (formerly known as Sichuan Leaders Petrochemical Company)

We have audited the balance sheets of Horrison Resources Inc. (the “Company”, formerly known as Sichuan Leaders Petrochemical Company”) as of December 31, 2017, and the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of and for the year ended December 31, 2016, were audited by other auditors; whose report dated July 24, 2017, express an unqualified opinion on those financial statements and also included an explanatory paragraph about the Company’s ability to continue as a going concern.

We conducted our audits in accordance with 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Horrison Resources Inc. as of December 31, 2017, and the results of their operations and their cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operating activities, which have resulted in a negative working capital and a stockholders' deficit. 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 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ TAAD, LLP

Diamond Bar, California

April 16, 2018

F- 2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Sichuan Leaders Petrochemical Company

We have audited the accompanying balance sheet of Sichuan Leaders Petrochemical Company (the “Company”) as of December 31, 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these 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 an 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 financial statements referred to above present fairly, in all material respects, the financial position of Sichuan Leaders Petrochemical Company as of December 31, 2016, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

July 24, 2017

F- 3

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HORRISON RESOURCES INC.

(FORMERLY KNOWN AS SICHUAN LEADERS PETROCHEMICAL COMPANY)

BALANCE SHEETS

As of December 31

	2017			2016

ASSETS
Current Assets:
Cash and Cash Equivalents	$	-		$	21,316
Prepaid Expenses		236			5,112
Total Current Assets		236			26,428
Total Assets:		236			26,428

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable		17,751			6,057
Interest Payable		-			16,700

Total Current Liabilities		17,751			22,757
Total Liabilities		17,751			22,757

Stockholders’ Equity (Deficit):
Common Stock; $0.01 per share par value; 5,000,000,000 shares authorized; and 43,425,000 issued and outstanding at December 31, 2017 and December 31, 2016		434,250			434,250
Additional Paid in Capital		18,871,174			18,809,734
Accumulated Deficit		(19,322,939	)		(19,240,313	)
Total Stockholders’ Equity (Deficit)		(17,515	)		3,671

Total Liabilities and Stockholders’ Equity (Deficit)	$	236		$	26,428

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

F- 4

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HORRISON RESOURCES INC.

(FORMERLY KNOWN AS SICHUAN LEADERS PETROCHEMICAL COMPANY)

STATEMENTS OF OPERATIONS

Year Ended December 31,

	2017			2016
Revenue:	$	-		$	-

Operating Expenses:
General and Administrative		49,771			27,852
General and Administrative – Related Party		10,489			23,957
Operations Loss		(60,260	)		(51,809	)

Other Income (Expense)
Interest Income		4			16
Interest Expense- Related Party		-			(8,437	)
Interest Expense		(22,370	)		-
Loss on Settlement of Debt		-			(18,895,000	)
Net Loss		(82,626	)		(18,955,230	)

Basic and Diluted Net Loss per share:		(0.00	)		(0.58	)

Weighted average number of shares outstanding; Basic and Diluted		43,425,000			32,560,041

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

F- 5

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HORRISON RESOURCES INC.

(FORMERLY KNOWN AS SICHUAN LEADERS PETROCHEMICAL COMPANY)

Statements of Changes in Stockholders’ Equity

Year Ended December 2017, and 2016

	Common Stock				Additional Paid in			Stockholder		Retained Earnings (Accumulated			Total Shareholder Equity
	Shares		Amount		Capital			Distribution		Deficit)			(Deficit)
Balance as of December 31, 2015		30,755,000	$	307,550	$	(68,566	)	$	-	$	(285,083	)	$	(46,099	)
Stock Issued for Related Party Debt		12,670,000	$	126,700	$	18,878,300			-		-		$	19,005,000
Net Loss 2016		-		-		-			-	$	(18,955,230	)	$	(18,955,230	)
Balance as of December 31, 2016		43,425,000	$	434,250	$	18,809,734		$	-	$	(19,240,313	)	$	3,671
Debt Discount on convertible debt		-		-		22,370			-		-			22,370
Debt settlement on interest payable – related party		-		-		16,700			-		-			16,700
Debt settlement		-		-		22,370			-		-			22,370
Net Loss 2017		-		-		-			-		(82,626	)		(82,626	)
Balance as of December 31, 2017		43,425,000	$	434,250	$	18,871,174		$	-	$	(19,322,939	)	$	(17,515	)

F- 6

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HORRISON RESOURCES INC.

(FORMERLY KNOWN AS SICHUAN LEADERS PETROCHEMICAL COMPANY)

STATEMENTS OF CASH FLOWS

Year Ended December 31,

	2017			2016
Cash Flows from Operating Activities:
Net Loss	$	(82,626	)	$	(18,955,230	)
Adjustments to reconcile net loss to net cash used in operations:
Forgiveness of interest payable		16,700			-
Amortization of debt discount		22,370			-
Loss on Stock Issued for Related Party Debt		-			18,895,000
Changes in Operating Assets and Liabilities:
Accounts Payable		11,694			5,991
Interest Payable		(16,700	)		8,437
Prepaid Expenses		4,876			(1,263	)
Net Cash Flows Used in Operating Activities:		(43,686	)		(47,065	)

C ash Flows from Financing Activities:
Convertible Note		22,370			-
Net Cash Provided by Financing Activities		22,370			-

Change in Cash and Cash Equivalents:		(21,316	)		(47,065	)

Cash and Cash Equivalents, Beginning of Period		21,316			68,381

Cash and Cash Equivalents, End of Period	$	-		$	21,316

Supplemental Cash Flow Information:
Cash paid for interest		-			-
Cash paid for taxes		-			-

NON-CASH FINANCING ACTIVITIES:
Settlement of Convertible Debt		22,370			-
Common Stock Issued for Related Party Debt		-			110,000

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

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Horrison Resources Inc.

(Formerly Known As Sichuan Leaders Petrochemical Company)

Notes to Financial Statements

December 31, 2017 and 2016

NOTE 1. NATURE OF BUSINESS

Organization

Horrison Resources Inc. (“SLPC” or the “Company”, formerly known as Sichuan Leaders Petrochemical Compan y ) was incorporated under the name of Quality Wallbeds, Inc on June 29, 2000 in the state of Florida. From our inception through May 2013, we have provided quality space saving custom home furniture and closet organizing systems to the general public. We offered our services to people and companies needing assistance in the organization of their living/work space.

In May 2013, our Board of Directors (the “Board”) determined that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of our shareholders to consider alternative corporate strategies to generate new business revenue for the Company. The Board proposed that we pursue opportunities in Asia to acquire companies in the wholesale and resale of products in the automotive oil industry. To facilitate this action, the Board voted to dispose of all of our assets related to the retail operation of the wall bed products.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no ongoing business or other source of income and incurred a net loss of ($82,626) for the twelve month year ended December 31, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.

The Company is currently evaluating acquisitions and other business opportunities. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. No assurance can be given that the Company will be successful in these efforts.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Cash and Cash Equivalents

We consider cash equivalent with original maturities of 90 days or less to be cash equivalents.

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

NOTE 4. COMMITMENTS AND CONTINGENCIES

Related Party

The controlling shareholders have pledged support to fund continuing operations, as necessary. From time to time, the Company is dependent upon the continued support of these parties, through temporary advances or through arrangements of their personal credit. However, there is no written commitment to this effect.

In addition to further assist the Company former Chief Executive Officer, Andy Fan has agreed to forgive the total amount of $16,700 in interest payable on the $110,000 note from February 10, 2015. The forgiveness of debt was recorded under additional paid in capital.

On November 10, 2016, Chairman Andy Fan offered to accept 12,670,000 shares of common stock, at a price of $0.01 per share, in exchange for cancelling the debt. However, as per FASB ASC 820-10 “Fair Value Measurements and Disclosures the issuance should be valued at the closing price on the date of the issuance, which was $1.50. The difference in value is disclosed on the income statement under loss on conversion in the amount of $18,895,000.

March 1, 2017 the Board of Directors agreed to cancel the management agreement with AF Ocean Investment Management Company (AF Ocean) effective April 1, 2017. For the twelve months ended December 31, 2017 and 2016, management fee paid to AF Ocean were $10,489 and $23,952.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

The Company does not have employment contracts with its key employees, including the officers of the Company.

Leases And Facility

Our business address is located at Unit L, 16/F, MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. We used to share the office with the Service Provider and ChinAmerica Andy Movie Entertainment Media Co. The service provider pays rent in the amount of $50 per month. However, the management agreement between the Company and the Service Provider AF Ocean was cancelled as of April 1, 2017.

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Other Commitments

On May 31, 2017, the Company entered into a transactional agreement with VentureVest Capital (VentureVest) in a consulting capacity to assist in bringing the Company’s delinquent filings current. VentureVest has offered to loan the Company an estimated amount of $22,370, and has agreed to accept promissory notes for each issuance of funds on the date the transfer of funds takes place. The debt discount amounted $22,370 due to beneficial conversion feature was recorded under additional paid in capital.

The promissory note amounted $22,370 was paid in full and canceled on November 3, 2017. The cancellation was recorded under addition paid in capital and full amount of debt discount was charged to interest expense.

See below for details of all Promissory Notes issued to date.

On May 31, 2017, VentureVest has agreed to accept the 1 ^st convertible Promissory Note (“Promissory Note 1”) for the total amount of $6,000, the note is interest free until December 31, 2017, after which time it shall bear an interest rate of 6% per annum. The conversion rate is fixed at $0.05 per share. The Promissory Note 1 was paid in full and canceled on November 3, 2017.

On June 14, 2017, VentureVest has agreed to accept the 2nd convertible Promissory Note (“Promissory Note 2”) for the total amount of $8,690, the note is interest free until December 31, 2017, after which time it shall bear an interest rate of 6% per annum. The conversion rate is fixed at $0.05 per share. The Promissory Note 2 was paid in full and cancelled on November 3, 2017.

On July 31, 2017, VentureVest has agreed to accept the 3rd convertible Promissory Note (“Promissory Note 3”) for the total amount of $7,680, the note is interest free until December 31, 2017, after which time it shall bear an interest rate of 6% per annum. The conversion rate is fixed at $0.05 per share. The Promissory Note 3 was paid in full and cancelled on November 3, 2017.

NOTE 5. INCOME TAX

The Company is incorporated in United States, and is subject to corporate income tax rate of 34%. As of December 31, 2017 and December 31, 2016, the Company has net operating losses from operations. The carry forwards expire through the year 2037. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.

The deferred tax asset as of December 31, 2017 and 2016 consisted of the following:

	2017			2016
Net operating loss carryforwards	$	91,000		$	77,000
Less valuation allowance		(91,000	)		(77,000	)
	$	—		$	—

Management provided a deferred tax asset valuation allowance equal to the potential benefit due to the Company’s loss. When the Company demonstrates the ability to generate taxable income, management will re-evaluate the allowance.

As of December 31, 2017 and 2016, the Company has net operating loss carryforward of approximately $269,000 and $219,000, respectively, which is available to offset future taxable income that expires by year 2037.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for 2017 and 2016 is as follows:

	2017			2016
Income tax benefit at federal statutory rate		(34.00	)%		(34.00	)%
Increase in valuation allowance		34.00	%		34.00	%
Income tax expense		—			—

NOTE 6. STOCKHOLDER’S EQUITY

The Company is authorized to issue 5,000,000,000 shares of common stock which 43,425,000 shares were issued and outstanding at December 31, 2017 and December 31, 2016

In February, 2015, the Company received 2 Promissory Notes from Andy Fan evidencing a loan from Andy Fan to the Company in the amount of One Hundred Ten Thousand and No/100 Dollars ($110,000). Chairman Andy Fan agreed to cancel the debt in exchange for 12,670,000 shares of stock.

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