Effect of a reverse split

The principal effect of the reverse split would be that the number of shares of common stock issued and outstanding would decrease from 42,545,716 shares to approximately 21,272,858 shares (depending on the number of fractional shares that are rounded up as a result of the reverse split). The reverse stock split itself will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The number of authorized common shares and the par value of those common shares would remain the same.

Federal income tax consequences of a reverse split

The following summary of certain material federal income tax consequences of the reverse split does not purport to be a complete discussion of all of the possible federal income tax consequences and is included for general information only. Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the United States federal income tax laws as of the date of this proxy statement. Such laws are subject to change retroactively as well as prospectively. This summary also assumes that the shares of common stock are held as “capital assets,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a stockholder may vary depending on the facts and circumstances of such stockholder. EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.

No gain or loss should be recognized by a stockholder upon the stockholder’s exchange of shares pursuant to the reverse split. The aggregate tax basis of the shares received in the reverse split will be the same as the stockholder’s aggregate tax basis in the shares exchanged. The stockholder’s holding period for the shares received in the reverse split will include the period during which the stockholder held the shares surrendered as a result of the reverse split. The Corporation’s views regarding the tax consequences of the reverse split are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. The state and local tax consequences of the reverse split may vary significantly as to each stockholder, depending on the state in which such stockholder resides.

In the event we are accepted for quotation on the OTCBB or the Pink Sheets following the proposed reverse stock split, the prospective market price of our common stock might not be sustainable at the direct arithmetic result of the reverse stock split. If the prospective market price of our common stock declines after the reverse stock split, our total market capitalization (the aggregate value of all of our outstanding common stock at the then existing market price) after the split would be lower than before the split.

While we believe that a higher stock price with quotation on the OTCBB or the Pink Sheets might help generate investor interest in our common stock, the proposed reverse stock split might not result in a stock price that would attract institutional investors or investment funds or satisfy the investing guidelines of institutional investors or investment funds. As a result, there may be no trading liquidity in our common stock for any market that may develop.

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If the reverse stock split is implemented and the prospective market price of our common stock on the OTCBB or the Pink Sheets declines, the percentage decline may be greater than would occur in the absence of the split. The future market price of our common stock would, however, also be based on our performance and other factors, which are unrelated to the number of shares of common stock outstanding. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares of common stock that would be outstanding after the reverse stock split.

If this proposal is approved by the stockholders at the Special Meeting, the board of directors will declare an effective date for the reverse split of the Corporation’s common stock in coordination with the Corporation’s transfer agent. The declaration of an effective date for the reverse split is expected to take place promptly after the Special Meeting.

Nonetheless, if in the judgment of the board of directors, any circumstances exist which would make such filing inadvisable, then, in accordance with Nevada law and notwithstanding the approval by the Corporation’s stockholders, the board of directors may abandon such reverse split, either before or after approval and authorization thereof by the stockholders, at any time prior to the effectiveness of the filing of the reverse split.

Required Vote

Approval of this proposal requires affirmative vote of a majority of the votes cast at the meeting, assuming a quorum is present. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions will have the same effect as a vote against this proposal.

Board Recommendation

NOTWITHSTANDING

THE ABOVE-MENTIONED THEORETICAL NEGATIVE CONSEQUENCES THAT COULD RESULT FOR HOLDERS OF THE CORPORATION’S COMMON STOCK UPON EFFECTING THE REVERSE SPLIT, THE CORPORATION’S BOARD OF DIRECTORS VIEWS THE POSITIVE CONSEQUENCES TO THE CORPORATION OF THE

REVERSE

SPLIT TO OUTWEIGH GREATLY SUCH HYPOTHETICAL NEGATIVE CONSEQUENCES. ACCORDINGLY, THE CORPORATION BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ADOPTION AND APPROVAL OF THE REVERSE SPLIT.

ADDITIONAL GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of the Corporation’s common stock as of March 28, 2007, with respect to: (i) each person known to the Corporation to be the beneficial owner of more than five percent of the Corporation’s common stock; (ii) all directors; and (iii) directors and executive officers of the Corporation as a group. As of March 28, 2007, there were 42,545,716 shares of common stock issued and outstanding.

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        Title of Class                 Name and Address                 Number of Shares       % of Class
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      Eric Montandon                                       420,632              1.0%
                        -----------------------------------------------
                        Chief Executive Officer, Chief Financial
                        Officer and Director
                        2465 West 12th Street, Suite # 2, Tempe, AZ
                        85281-6935
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      Alfredo Alex S. Cruz III
                        Director and Secretary
                        2465 West 12th Street, Suite # 2, Tempe, AZ          271,868              0.6%
                        85281-6935
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      Brian Hodgson
                        Director
                        2465 West 12th Street, Suite # 2, Tempe, AZ          200,000              0.5%
                        85281-6935
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      Terrano Investments, Ltd.                           4,166,667             9.8%
                        12th Floor
                        152 Queens Road
                        Central
                        Hong Kong
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      Adderley Davis & Associates, Ltd.
                        Suite Z12, P.O. Box 8497
                        SAIF Zone, Sharjah                                 8,8670,670            20.1%
                        United Arab Emirates
       --------------------------------------------------------------------------------------------------------
       --------------------------------------------------------------------------------------------------------
            Common      All executive officers and directors as a            892,500              2.1%
                        group (3)
       --------------------------------------------------------------------------------------------------------

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Our executive officer and director, Eric Montandon, owns 420,632 shares of the Corporation, our director and secretary, Alfredo Alex S. Cruz III, owns 271,868 shares of the Corporation, and our director, Brian Hodgson, owns 200,000 shares of the Corporation; all intend to vote FOR the proposals and have a similar interest to their fellow stockholders in the actions.

PROPOSALS BY SECURITY HOLDERS

None.

VOTING SECURITIES

As of March 28, 2007, there were 42,545,716 shares of the common stock and no shares of preferred stock issued and outstanding. Each holder of common stock is entitled to one vote for each share held by such holder.

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WHERE YOU CAN FIND MORE INFORMATION

The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. The Corporation files reports, proxy statements and other information with the Commission. The public may read and copy any materials that we file with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The statements and forms we file with the Commission have been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at: www.sec.gov.

A copy of the Corporation’s yearly report on Form10-KSB for the fiscal year ended December 31, 2006, can be found at the Commission’s Internet site. The yearly report does not form any part of the materials for the solicitation of proxies. Copies of the yearly report will be sent to any stockholder without charge upon written request addressed to: Asia4sale.com, Inc., 2465 West 12th Street, Suite 32, Tempe, AZ 85281-6935, attention: Corporate Secretary.

STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. NON-U.S. STOCKHOLDERS, PLEASE RETURN YOUR EXECUTED PROXY BY FAX TO: INTERWEST TRANSFER, ATTN: MELINDA ORTH, AT (801) 277-3147. MS. ORTH’S PHONE NUMBER IS (801) 272-9294.

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