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

FORM 10-Q

 

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

 

 [  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-51048

ASIA PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

47-0855301

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

119 N. Commercial St., Ste 190-115, Bellingham WA 98225

98225

(Address of principal executive offices)

(Zip Code)

 

(360) 392-2841

(Registrant’s telephone number, including area code)

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

 

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

 

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of August 16, 2010, the issuer had  35,721,362  shares of common stock outstanding .

 

 

 

ASIA PROPERTIES, INC.

Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2010

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended  June 30, 2010 contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors.  Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC.  These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                      -2-

 

 

 

 

TABLE OF CONTENTS

 

FORM 10-Q

 

QUARTER ENDED JUNE 30, 2010

 

PART I

 

FINANCIAL INFORMATION

 

 

Item 1. Consolidated Financial Statements (Unaudited)

Page

 

 

 

 

Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009

4

 

 

 

 

Consolidated Statements of Operations for the three and six month periods ended June 30, 2010 and 2009 and for the period from inception through June 30, 2010

5

 

 

 

 

Consolidated Statements of Stockholders’ Deficit for the period from inception through June 30, 2010

7

 

 

 

 

Consolidated Statements of Cash Flows for the six month periods ended June 30, 2010 and 2009 and for the period from inception through June 30, 2010

9

 

 

 

 

Selected notes to consolidated financial statements   

10

 

 

 

Item 2. Management's Discussion and Analysis of

        Financial Condition and Results of Operations

14

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

15

 

 

Item 4. Controls and Procedures

16

 

 

                                                                                                      -3-

 

 

 

Asia Properties, Inc.

 Balance Sheets

 

 

 

 

 

                 June 30,

               2010

 

 

             December 31,

              2009

 

 

 

 

 

 

Assets

 Current:

 

 

 

 

 

 

Cash

$

234

 

$

3,628

 

 

 

 

 

 

 

 

 

  _______          

 

 

_________

 

 

 

 

 

 

Total Assets

$

       234

 

$

       3,628

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current:

 

 

 

 

 

     Accounts payable and accrued liabilities

$

21,829

 

$

6,531

     Short term bank loans

 

68,011

 

 

75,578

      Due to related parties   

 

    540,811

 

 

     486,420 

 

 

 

 

 

 

Total Current Liabilities

 

     630,651

 

 

      568,529

 

 

 

 

 

 

Long term liabilities

 

 

 

 

 

      Long term loans

 

47,865

 

 

59,487

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Common Stock, $0.001 par value; 200,000,000 shares authorized;

 

 

 

 

 

 

35,721,362 and 35,371,362 common shares issued and outstanding

 

 

 

 

 

     at June 30, 2010 and December 31, 2009

 

9,448

 

 

9,098

Additional paid-in capital

 

2,565,480

 

 

2,513,330

Donated capital

 

345,000

 

 

345,000

Deficit accumulated during the development stage

 

  (3,598,210)

 

 

   (3,491,816)

Total Stockholders' Equity (Deficit)

 

     (678,282)

 

 

      (624,388)

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

              234

 

$

             3,628

 

 

 

See accompanying notes to the financial statements

 

                                                                                                      -4-

 

 

 

Asia Properties, Inc.

Consolidated Statements of Operations                                                                                                    

(Unaudited)

 

 

 

For The

Three Months

Ended

June 30,

2010

 

 

For The

Three Months

Ended

June 30,

2009

 

 

 

 

 

 

 

 

Revenue

$

     -

 

$

-

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

  General and administrative

 

18,098

 

 

19,487

 

  Management fees

 

15,000

 

 

15,000

 

  Professional fees

 

45,000

 

 

-

 

  Consulting

 

-

 

 

-

 

Total operating expenses

 

78,098

 

 

34,487

 

 

 

 

 

 

 

 

Loss from operations

 

(78,098)

 

 

(34,487)

 

 

 

 

 

 

 

 

Interest income

 

-

 

 

  -

 

Disposal of subsidiary

 

-

 

 

  -

 

Gain on settlement of debt

 

-

 

 

-

 

Income taxes recovered

 

-

 

 

-

 

Write-down of property and equipment

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(78,098)

 

$

(34,487)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                         See accompanying notes to the unaudited consolidated financial statements.

 

                                                                                                      -5-

 

 

Asia Properties, Inc.

Consolidated Statements of Operations                                                                                                    

(Unaudited)

 

 

 

For The

Six Months

Ended

June 30,

2010

 

 

For The

Six Months

Ended

June 30,

2009

 

 

For The Period From

April 6, 1998

(Inception ) Through

June 30,

2010

 

 

 

 

 

 

 

 

 

Revenue

$

     -

 

$

-

 

$

    (46,342)

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

  General and administrative

 

31,394

 

 

37,632

 

 

1,707,216

  Management fees

 

30,000

 

 

30,000

 

 

1,133,614

  Professional fees

 

45,000

 

 

-

 

 

822,469

  Consulting

 

-

 

 

-

 

 

90,246

Total operating expenses

 

106,394

 

 

67,632

 

 

3,753,545

 

 

 

 

 

 

 

 

 

Loss from operations

 

(106,394)

 

 

(67,632)

 

 

(3,799,887)

 

 

 

 

 

 

 

 

 

Interest income

 

-

 

 

  -

 

 

3,294

Disposal of subsidiary

 

-

 

 

  (8,435)

 

 

27,120

Gain on settlement of debt

 

-

 

 

-

 

 

178,307

Income taxes recovered

 

-

 

 

-

 

 

595

Write-down of property and equipment

 

-

 

 

-

 

 

(7,639)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(106,394)

 

$

(76,067)

 

$

(3,598,210)

 

 

 

 

 

 

 

 

 

Weighted average number

 

 

 

 

 

 

 

 

 

of shares outstanding – basic and diluted

 

35,527,992

 

 

35,411,362

 

 

 

Net loss per share -

 

 

 

 

 

 

 

basic and diluted

$

(0.003)

 

$

(0.001)

 

 

 

 

 

 

 

 

 

 

 

                                         See accompanying notes to the unaudited consolidated financial statements.

                                                                                                      -6-

 

 

Asia Properties, Inc.

Statements of Stockholders’ Deficit

From December 31, 2004 Through June 30, 2010

 

 

 

Additional

 

 

 

 

       Common

Stock

Paid in

Donated

 

 

 

Number of

Amount

Capital

Capital

Deficit

Total

 

shares

$

$

$

$

$

Balance December 31, 2004

 

7,519,028

7519

1,729,509

270,000

(2,064,981)

(57,953)

Issued for services at $0.26 per share

40,000

40

10,360

-

-

10,400

Issued for services at $0.50 per share

50,000

50

24,950

-

-

25,000

Issued for properties at $0.50 per share

600,000

600

299,400

-

-

300,000

Issued for properties at $1.45 per share

45,000

45

159,955

-

-

160,000

Issued for properties at $2.55 per share

350,000

350

899,650

-

-

900,000

Issued for cash at $0.50 per share

1,050,000

1,050

523,950

-

-

525,000

Finders fee paid

-

-

(25,000)

 

-

(25,000)

Donated capital

-

-

-

60,000

-

60,000

Net loss for the year

-

-

-

-

(247,792)

(247,792)

 

 

 

 

 

 

 

Balance, December 31, 2005

9,654,028

9,654

3,622,774

330,000

(2,312,773)

1,649,655

 

 

 

 

 

 

 

Option exercised for cash at $1.00 per share

40,000

40

39,960

-

-

40,000

Issued for cash at $1.00

105,000

105

104,895

-

-

105,000

Donated capital

-

-

-

15,000

-

15,000

Net loss for the year

-

-

-

-

(252,278)

(252,278)

 

 

 

 

 

 

 

Balance December 31, 2006

9,799,028

9,799

3,767,629

345,000

(2,565,051)

1,557,377

 

 

 

 

 

 

 

Issued for cash at $1.00

55,000

55

54,945

-

-

55,000

Finders fee paid

2,750

3

2,747

-

-

2,750

4 for 1 split on 16 April

29,570,334

-

-

-

-

-

Net loss for the year

-

-

-

-

(298,260)

(298,260)

 

 

 

 

 

 

 

Balance December 31, 2007

39,427,112

9,857

3,825,321

345,000

(2,863,311)

1,316,867

 

 

 

 

 

 

 

Issued for cash at $0.20

225,000

225

44,775

-

-

45,000

Finders fee paid

11,250

11

2,239

-

-

2,250

Cancelled due to unsuccessful transfer of property rights

(3,940,000)

(985)

(1,323,460)

-

-

(1,324,445)

Net loss for the year

-

-

-

-

(513,977)

(513,977)

 

 

 

 

 

 

 

Balance December 31, 2008

35,723,362

9,108

2,548,875

345,000

(3,377,288)

(474,305)

 

 

 

 

 

 

 

Cancelled due to unsuccessful transfer of property rights

(40,000)

(10)

(35,545)

-

-

(35,555)

Net loss for the period

-

-

-

-

(114,528)

(114,528)

 

 

 

 

 

 

 

Balance December 31, 2009

35,371,362

9,098

2,513,330

345,000

(3,491,816)

(624,388)

 

 

 

 

 

 

 

Issued for services

350,000

350

52,150

-

-

52,500

 

 

 

 

 

 

 

Net loss for the period

-

-

-

-

(106,394)

(106,394)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2010

35,371,362

9,448

2,565,480

345,000

(3,598,210)

(678,282)

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements.

                                                                                                      -7-

2296726.2

 

Asia Properties, Inc.

Statements of Cash Flows

 

 

 

 

For the

 6 Months Ended

 June 30, 2010

 

 

 

 

For the

 Year Ended

 December 31, 2009

 

 

 

 

Cumulative total

since

Inception

 

Cash Flows Used in Operating Activities

 

 

 

 

 

 

 

 

Net loss

$

(106,394)

 

$

(114,528)

 

$

(3.598,210)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

Amortized property rights

 

-

 

 

-

 

 

97,309

 

Cancellation of shares previously issued

 

-

 

 

-

 

 

(1,360,000)

 

       for property rights

 

 

 

 

 

 

 

 

 

Deferred assets amortized

 

-

 

 

-

 

 

12,507

 

Depreciation

 

-

 

 

-

 

 

12,599

 

Donated management services

 

-

 

 

-

 

 

345,000

 

Gain on settlement of debt

 

-

 

 

-

 

 

(178,307)

 

Gain on disposal of subsidiary

 

 

 

 

(27,120)

 

 

-

 

Investment written off

 

-

 

 

-

 

 

20,000

 

Property rights written off

 

-

 

 

-

 

 

1,637,900

 

Shares issued for services rendered

 

52,500

 

 

-

 

 

808,776

 

Write down of investment to NRV

 

-

 

 

-

 

 

37,400

 

Write down of property and equipment

 

-

 

 

-

 

 

7,639

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Short term loans

 

(7,912)

 

 

(61,524)

 

 

56,389

 

Prepaid expenses and deposits

 

-

 

 

-

 

 

-

 

Payables and accruals

 

            4,022

 

 

          2,484

 

 

        354,744

Net cash used in operating activities

 

      (57,784)

 

 

    (200,688)

 

 

  (1,746,254)

 

 

 

 

 

 

 

 

 

Cash Flows Used in Investing Activities

 

 

 

 

 

 

 

 

Property rights acquired for resale

 

-

 

 

-

 

 

(375,209)

Increase in deferred assets

 

-

 

 

-

 

 

(12,507)

Purchase of property and equipment

 

-

 

 

-

 

 

(20,238)

Purchase of securities

 

-

 

 

-

 

 

(20,000)

Purchase of investment

 

                 -

 

 

                - 

 

 

      (27,000)

Net cash used in investing activities

 

                 -

 

 

               - )

 

 

     (454,954)

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

Issuance of stock

 

-

 

 

-

 

 

1,406,600

 

Increase in long term loan

 

 

 

 

59,487

 

 

59,487

 

Advances from related party

 

      54,390

 

 

   136,674

 

 

       735,355

Net cash provided by financing activities

 

      54,390

 

 

     196,161

 

 

    2,201,442

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash

 

(3,394)

 

 

(4,527)

 

 

234

Cash, beginning of year

 

        3,628 

 

 

       8,155

 

 

                  -

Cash, end of year

$

            234

 

$

       3,628

 

$

             234

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited consolidated financial statements.

-8-

 

 

 

Asia Properties, Inc.

 

Notes to the Financial Statements

June 30, 2010

(Unaudited)

 

 

1.

Basis of Presentation

 

The accompanying unaudited interim financial statements of Asia Properties, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Asia Properties’ Annual Report filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the form 10-KSB have been omitted.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Asia Properties and its 100% owned subsidiary, Asia Properties (HK) Limited that was registered in Hong Kong on November 7, 2007 , after elimination of all significant inter-company accounts and transactions.

 

2 .

Going Concern

 

Planned principal activities have begun but Asia Properties has not generated significant revenues to date. The company had a net loss of $106,394 and had a working capital and stockholders’ deficit of $678,282 at June 30, 2010. These matters raise substantial doubt about Asia Properties’ ability to continue as a going concern. Continuation of Asia Properties' existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter include receiving continued financial support from directors and raising additional equity financing in 2010. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

3.

Related Party Transactions

 

For the six months ended June 30, 2010, Asia Properties accrued $30,000 salary to its CEO.  As of June 30, 2010, Asia Properties owed its CEO $540,811 in expense reimbursements and unpaid salary.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9-

 

 

 

Notes to the Financial Statements (continued)

 

4.

Shareholders’ Equity

 

 

The following table summarizes common stock issuances and retirements as of June 30, 2010:

 

 

  Number of

 

 

Common Stock

 

 

 

Shares

 

 

Amount

 

 

 

 

 

 

 

 

Balance as of December 31, 2007

 

39,115,112

 

$

 9,857

 

   

 

 

 

 

 

 

 Private placement for cash at $0.20 per share

 

225,000

 

 

225

 

 Shares issued for finders’ fees          

 

11,250

 

 

11

 

 Shares cancelled

 

(3,940,000

)

 

(985

)

 

 

 

 

 

 

 

Balance as of December 31, 2008

 

35,411,362

 

 

 9,108

 

   

 

 

 

 

 

 

 Shares cancelled

 

(40,000 )

 

 

(10)

 

 

 

 

 

 

 

 

Balance as of December 31, 2009

 

35,371,362

 

 

9,098

 

 

 

 

 

 

 

 

Shares issued for services

 

350,000

 

 

350

 

 

 

 

 

 

 

 

Balance as of June 30, 2010

 

35,721,362

 

$

 9,448

 

 

 

In 2005, Asia Properties issued shares to acquire land in Thailand for development. After failing to secure ownership documents to the properties, the Company aborted the arrangements in 2008 and cancelled all the shares previously issued.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.

Commitments

 

 

 

None

 

 

 

6.

Subsequent Events

 

 

 

There were no material subsequent events.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Asia Properties, Inc was established to seek opportunities to invest in real estate and develop resorts in South East Asia. Following the global financial crisis, the Company identified the VIP gaming business in Macau.  A MOU was signed and expired in January, 2010.

 

Following the US financial crisis and ensuing worldwide economic downturn, the Company is conducting due diligence upon a variety of commodity based Asian assets to acquire.  The Company is not highly leveraged, has few bank obligations and expects to be able to capitalize on suitable possibilities when identified.

We have no major competitors. We currently do not intend to buy or sell any plant or significant equipment during the next twelve months, nor intend to conduct any product research or development.  Further, we do not expect significant changes in the number of employees.

 

-10-

 

 

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have no revenue generating assets. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

We will require additional financing to cover our costs that we expect to incur over the next twelve months.  We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations.  In the absence of such financing, we will not be able to continue and our business plan will fail.

Results of Operations

Revenues

We have not generated any revenues from our operations during the six-month period ended June 30, 2010 or during last two years.

Expenses

We incurred general and administrative expenses of $106,394 for the six-month period ended June 30, 2010, as compared to $67,632 for the same period in 2009, an increase of $38,762 or 57%.  

Our management fees remained the same at $30,000 for the six-months ended June 30, 2010 as for last year. 

We did not incur any consulting or professional fees during either quarter.

Liquidity and Capital Resources

As at June 30, 2010, we had cash of $234.

Cash Used in Operating Activities

Net cash used in operating activities was $57,784 for the six-month period ended June 30, 2010. For the period from April 6, 1998 (inception) to June 30, 2010, net cash used in operating activities was $1,746,254. 

Cash Used in Investing Activities

We did not incur any investment costs in the current or previous six-month period ended June 30. Net cash used in investing activities was $454,954 for the period from April 6, 1998 (inception) to June 30, 2010.

Cash from Financing Activities                 

We have funded our business to date primarily from sales of our common stock but did not sell any common stock during the six months ended June 30, 2010. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

Going Concern

We are a development stage company.  In a development stage company, management devotes most of its activities to developing a market for its products and services.  Planned principal activities have begun, but we have not generated revenues to date.

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Future Financing

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to our existing shareholders.  There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.  Controls and Procedures.

 

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the our Chief Executive Officer (as our chief executive officer and chief financial officer), to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  As of the end of the period covered by this report, and under the supervision and with the participation of management, including our Chief Executive Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures.  Based on this evaluation and subject to the foregoing, our Chief Executive Officer concluded that these controls are not effective because there are material weaknesses in our internal controls over financial reporting.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there have not been any changes in the our internal controls that have materially affected or are reasonably likely to materially affect, the our internal control over financial reporting.  However, please note the discussion above.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

No stock was sold for valuable consideration during the six months ended June 30, 2010.

 

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to our security holders for a vote during the six months ended June 30, 2010.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

The following exhibits are attached hereto:

Exhibit No.

Description of Exhibit

31.1

 

31.2

Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith

Certification of principal accounting officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ASIA PROPERTIES, INC.

By:

 

 

/s/ Daniel Mckinney

______________________________________
Daniel Mckinney
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)

 

August 14, 2010

 

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