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 endedMarch 31, 2011 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 Commercial Street
Suite 190-115, Bellingham
Washington 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 May 2011, the issuer had  35,721,362  shares of common stock outstanding.


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ASIA PROPERTIES, INC. Quarterly Report on Form 10-Q For the Quarterly Period Ended March 31, 2011  FORWARD-LOOKING STATEMENTS This Form 10-Q for the quarterly period ended  March 31, 2011 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.
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TABLE OF CONTENTS  FORM 10-Q  QUARTER ENDED MARCH 31, 2011  PART I  FINANCIAL INFORMATION   Item 1. Consolidated Financial Statements (Unaudited)
     PageConsolidated Balance Sheets as of March 31, 2011 and December 31, 2010
     4Consolidated Statements of Operations for the three month periods ended March 31, 2011 and 2010 and for the period from inception through March 31, 2011
     5Consolidated Statements of Stockholders’ Deficit for the period from inception through March 31, 2011
     7Consolidated Statements of Cash Flows for the three month periods ended March 31, 2011 and 2010 and for the period from inception through March 31, 2011
     9Selected notes to consolidated financial statements
     10Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
     14Item 3. Quantitative and Qualitative Disclosures About Market Risk
     15Item 4. Controls and Procedures
     16
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Asia Properties, Inc. Balance Sheets    March 31,
2011
     
     
     December 31,
2010Assets
Current:Cash
     $
     846
     
     $
     342_____ __
     
     
     _________Total Assets
     $
     846
     
     $
     342LiabilitiesCurrent:Other payables and accrued liabilities
     $
     8,083
     
     $
     25,441Short term bank loans
     
     55,196
     
     
     59,263Due to related parties
     
     673,809
     
     
     618,905Total Current Liabilities
     
     737,088
     
     
     703,609Long term liabilitiesLong term loans
     
     47,861
     
     
     47,879Stockholders' Equity (Deficit)Common Stock, $0.001 par value; 200,000,000 shares authorized;35,721,362 common shares issued and outstandingat March 31, 2011 and December 31, 2010
     
     9,448
     
     
     9,448Additional paid-in capital
     
     2,565,480
     
     
     2,565,480Donated capital
     
     345,000
     
     
     345,000Deficit accumulated during the development stage
     
     (3,704,031)
     
     
     (3,671,074)Total Stockholders' Equity (Deficit)
     
     (784,103)
     
     
     (751,146)Total Liabilities and Stockholders' Equity (Deficit)
     $
     846
     
     $
     342
    See accompanying notes to the financial statements
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Asia Properties, Inc. Consolidated Statements of Operations (Unaudited)  For The
Three Months
Ended
March 31,
2011
     
     
     For The
Three Months
Ended
March 31,
2010
     
     
     For The Period From
April 6, 1998
(Inception ) Through
March 31,
2011Revenue
     $
     -
     
     $
     -
     
     $
     (46,342)Operating expensesGeneral and administrative
     
     17,957
     
     
     13,296
     
     
     1,762,037Management fees
     
     15,000
     
     
     15,000
     
     
     1,178,614Professional fees
     
     -
     
     
     -
     
     
     783,469Consulting
     
     -
     
     
     -
     
     
     135,246Total operating expenses
     
     32,957
     
     
     28,296
     
     
     3,859,366Loss from operations
     
     (32,957)
     
     
     (28,296)
     
     
     (3,905,708)Interest income
     
     -
     
     
     -
     
     
     3,294Disposal of subsidiary
     
     -
     
     
     -
     
     
     27,120Gain on settlement of debt
     
     -
     
     
     -
     
     
     178,307Income taxes recovered
     
     -
     
     
     -
     
     
     595Write-down of property and equipment
     
     -
     
     
     -
     
     
     (7,639)Net loss
     $
     (32,957)
     
     $
     (28,296)
     
     $
     (3,704,031)Weighted average numberof shares outstanding – basic and diluted
     
     35,371,362
     
     
     35,371,362Net loss per share -basic and diluted
     $
     (0.001)
     
     $
     (0.001)
         See accompanying notes to the unaudited consolidated financial statements.
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Asia Properties, Inc. Statements of Stockholders’ Deficit From December 31, 2004 Through March 31, 2011  Common
     Stock
     Additional
     DonatedNumber of
     Amount
     Paid In Capital
     Capital
     Deficit
     Totalshares
     $
     $
     $
     $
     $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
     -
     -
     10,400Issued for services at $0.50 per share
     50,000
     50
     24,950
     -
     -
     25,000Issued for properties at $0.50 per share
     600,000
     600
     299,400
     -
     -
     300,000Issued for properties at $1.45 per share
     45,000
     45
     159,955
     -
     -
     160,000Issued for properties at $2.55 per share
     350,000
     350
     899,650
     -
     -
     900,000Issued for cash at $0.50 per share
     1,050,000
     1,050
     523,950
     -
     -
     525,000Finders fee paid
     -
     -
     (25,000)
     
     -
     (25,000)Donated capital
     -
     -
     -
     60,000
     -
     60,000Net 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)
     1,649,655Option exercised for cash at $1.00 per share
     40,000
     40
     39,960
     -
     -
     40,000Issued for cash at $1.00
     105,000
     105
     104,895
     -
     -
     105,000Donated capital
     -
     -
     -
     15,000
     -
     15,000Net 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)
     1,557,377Issued for cash at $1.00
     55,000
     55
     54,945
     -
     -
     55,000Finders fee paid
     2,750
     3
     2,747
     -
     -
     2,7504 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)
     1,316,867Issued for cash at $0.20
     225,000
     225
     44,775
     -
     -
     45,000Finders fee paid
     11,250
     11
     2,239
     -
     -
     2,250Cancelled 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
     -
     -
     52,500Net loss for the period
     -
     -
     -
     -
     (179,258)
     (179,258)Balance December 31, 2010
     35,721,362
     9,448
     2,565,480
     345,000
     (3,671,074)
     (751,146)Net loss for the period
     -
     -
     -
     -
     (32,957)
     (32,957)Balance March 31, 2011
     35,721,362
     9,448
     2,565,480
     345,000
     (3,704,031)
     (784,103)
  See accompanying notes to the unaudited consolidated financial statements.
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Asia Properties, Inc. Statements of Cash Flows  (Stated in US Dollars) For the 3 months ended 31 March 2011
     
     For the year ended 31 December 2010
     
     Cumulative total since inceptionCash flows used in operating activitiesNet loss
     (32,957)
     
     (179,258)
     
     (3,704,031)Adjustments to reconcile net loss to net cash used in operating activitiesAmortized property rights
     -
     
     -
     
     97,309Cancellation of shares issued for property rights
     -
     
     -
     
     (1,360,000)Deferred assets amortized
     -
     
     -
     
     12,507Depreciation
     -
     
     -
     
     12,599Donated management services
     -
     
     -
     
     345,000Gain on settlement of debt
     -
     
     -
     
     (178,307)Gain on disposal of subsidiary
     -
     
     -
     
     -Investment written off
     -
     
     -
     
     20,000Property rights written off
     -
     
     -
     
     1,637,900Shares issued for services rendered
     
     
     52,500
     
     808,776Write down of investment to NRV
     -
     
     -
     
     37,400Write down of property and equipment
     -
     
     -
     
     7,639Changes in operating assets and liabilitiesIncrease/ (decrease) in short term loans
     (4,067)
     
     (16,637)
     
     43,597Increase in prepaid expenses and deposits
     -
     
     -
     
     -Increase in payables and accruals
     (17,358)
     
     7,634
     
     340,998Net cash used in operating activities
     (54,382)
     
     (135,761)
     
     (1,878,613)Cash flow used in investing activitiesProperty 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 investment activities
     -
     
     -
     
     (454,954)Cash flows from financing activitiesIssuance of stock
     -
     
     -
     
     1,406,600Increase in long term loan
     (18)
     
     (9)
     
     59,460Advances from related party
     54,904
     
     132,484
     
     868,353Net cash provided by financing activities
     54,886
     
     132,475
     
     2,334,413Net increase/ (decrease) in cash
     504
     
     (43,286)
     
     846Cash, beginning of year
     342
     
     3,628
     
     -Cash, end of year
     846
     
     342
     
     846
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See accompanying notes to the financial statements.
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Asia Properties, Inc.Notes to the Financial StatementsMarch 31, 2011(Unaudited)1.
     Basis of PresentationThe 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 $32,957 and had a working capital and stockholders’ deficit of $784,103 at March 31, 2011. 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 2011. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  3.
     Related Party Transactions

For the three months ended March 31, 2011, Asia Properties accrued $15,000 salary to its CEO.  As of March 31, 2011, Asia Properties owed its CEO $673,809 in expense reimbursements and unpaid salary.
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Notes to the Financial Statements (continued)
  4.
     Shareholders EquityThe following table summarizes common stock issuances and retirements as of March 31, 2011:Common StockNumber of Shares
     
     
     AmountBalance as of December 31,2008
     
     39,411,362
     
     $
     9,108Shares cancelled
     
     (40,000)
     
     
     (10)Balance as of December 31,2009
     
     35,371,362
     
     $
     9,098Shares issued for services
     
     350,000
     
     
     350Balance as of December 31, 2010and March 31, 2011
     
     35,721,362
     
     $
     9,448a)On April 10, 2010 the Company issued 350,000 shares for services rendered.
b)On December 31, 2009 the Company cancelled 40,000 shares issued in 2005 for the Thailand land purchase as a result of the non-delivery of title.
  5.
     CommitmentsNone6.
     Subsequent EventsTherewere 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. 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.  During the current gradual economic recovery after the US led global financial downturn, the Company is looking for distressed Asian real estate assets and businesses to acquire.  The Company is not highly leveraged and expects to be able to capitalize on suitable possibilities when identified.
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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 three-month period ended March 31, 2011 or during last two years. Expenses We incurred general and administrative expenses of $17,957 for the three-month period ended March 31, 2011, as compared to $13,296 for the same period in 2010, an increase of $4,661 or 35%. Our management fees remained the same at $15,000 for the three-months ended March 31, 2011 as for last year. We did not incur any consulting or professional fees during either quarter. Liquidity and Capital Resources As at March 31, 2011, we had cash of $846. Cash Used in Operating Activities Net cash used in operating activities was $54,382 for the three-month period ended March 31, 2011.  For the same period in 2010, there was net cash used of $25,847.  For the period from April 6, 1998 (inception) to March 31, 2011, net cash used in operating activities was $1,878,613. Cash Used in Investing Activities We did not incur any investment costs in the three-month period ended March 31, 2011 or March 31, 2010. Net cash used in investing activities was $454,954 for the period from April 6, 1998 (inception) to March 31, 2011. 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 three months ended March 31, 2011. 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.
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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. 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 three months ended March 31, 2011.
  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 three months ended March 31, 2011. Item 5.  Other Information. None. Item 6.  Exhibits. The following exhibits are attached hereto: Exhibit No.
     Description of Exhibit31.1
     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 herewith32.1
     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 andPrincipal Financial Officer)  May 13,2011
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