U.S. SECURITIES AND EXCHANGE
COMMISSION



|Washington, D.C.
      20549________________FORM
      10-QSB________________
|-----------------------------------------------------------------------------

(
X )  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934



|For the quarterly period
      ended March 31, 2006
|---------------------------------------------------

(    ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT



|For the transition period
      from  
      toCommission file number
      000-51787________________
|-----------------------------------------------------------------------------------------------------

ASIA
ELECTRICAL POWER INTERNATIONAL GROUP INC.

(Exact name of small business issuer
as specified in its charter)

|NEVADA                                |  |                          
|------------------------------------- |  | -------------------------
|(State or other
      jurisdiction of |  | (IRS
      employer      
|incorporation or
      organization)  |  | Identification
      No.)



|2255 -A Renaissance Drive,
      Las Vegas, Nevada, 89119(Address of
      principal executive offices)
|-------------------------------------------------------------------------------------------------------



|702-922-1939(Issuer's telephone number)
      ****************
|--------------------------------------------------------------

Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 shell company (as defined in Rule 12b-2 of the Exchange Act.):
Yes (   ) No ( X )

As of March 31, 2006, 24,000,000 shares of
the issuer's Common Stock, $.0001 par value per share, were
outstanding.

Transitional Small Business Disclosure
Format Yes (   ) No ( X )

---

|INDEX   
|--------
|PART I. 
|Item 1. 
|        
|        
|        
|        
|        
|        
|        
|        
|        
|Item 2. 
|        
|Item 3. 
|        
|PART II.
|        
|Item 1. 
|        
|Item 2. 
|        
|Item 3. 
|        
|Item 4. 
|        
|Item 5. 
|        
|Item 6. 
|        
|        

---



|Item 1. FINANCIAL
      STATEMENTS
|----------------------------------

ASIA ELECTRICAL POWER INTERNATIONAL GROUP
INC.



|Consolidated Financial
      StatementsMARCH 31,
      2006(Prepared Without Audit
      )
|------------------------------------------------------------------------------------------



|-3-
|---

---

|CONSOLIDATED BALANCE
      SHEETS                                                   |  |                     
|----------------------------------------------------------------------------------- |  | --------------------
|ASSETS                                                                              |  | Three
      Months  
|                                                                                    |  | March 31,
      2006
|Current
      Assets:                                                               |  | (Unaudited)         
|Cash                                                                                |  | $ 216,322           
|Accounts
      receivables, net of provision for doubtful accounts
      ($246,900) |  | 1,842,154           
|Other receivables                                                                   |  | 123,386             
|Advances to
      suppliers                                                         |  | 160,441             
|Inventory                                                                           |  | 1,531,010           
|Total
      current assets                                                          |  | 3,873,313           
|Fixed Assets:                                                                       |  |                     
|Production
      equipment                                                          |  | 138,350             
|Office equipment                                                                    |  | 75,345              
|Vehicles                                                                            |  | 276,436             
|                                                                                    |  | 490,131             
|Less accumulated depreciation                                                       |  | 213,621             
|Net fixed
      assets                                                              |  | 276,510             
|Other
      Assets:                                                                 |  |                     
|Deposit on Land                                                                     |  | 1,206,036           
|Rental
      Deposit                                                                |  | 15,370              
|Deferred taxes recoverable                                                          |  | -                   
|Total other
      assets                                                            |  | 1,221,406           
|Total
      Assets                                                                  |  | $5,371,229          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                |  |                     
|Current Liabilities:                                                                |  |                     
|Accounts
      payable                                                              |  | 1,973,528           
|Advances from customers                                                             |  | 644,856             
|Accrued
      liabilities                                                           |  | 32,558              
|Other liabilities                                                                   |  | 122,919             
|Shareholder
      advances                                                          |  | 1,239,502           
|Total
      current liabilities                                                     |  | 4,013,363           
|Stockholders'
      Equity:                                                         |  |                     
|Common stock: authorized 75,000,000 shares of                                       |  |                     
|$0.001
      par value; issued and outstanding 24,000,000                           |  | 24,000              
|Capital in excess of par value                                                      |  | 728,260             
|Retained
      earnings                                                             |  | 466,819             
|Earnings appropriated for statutory reserves                                        |  | 135,710             
|Other
      comprehensive income                                                    |  | 3,077               
|Total
      stockholders' equity                                                    |  | 1,357,866           
|Total Liabilities and Stockholders' Equity                                          |  | $5,371,229          

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

-4-



---



|ASIA ELECTRICAL POWER
      INTERNATIONAL GROUP INC.   
|-------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF INCOME                
|For the Three Month
      Ended March 31, 2006 and 2005
|(Prepared Without
      Audit)                         
|                                                       
|                                                       
|                                                       
|                                                       
|Revenue                                                
|Cost of
    Sales                                      
|Gross
      Profit                                     
|                                                       
|Expenses:                                              
|Selling and Administrative
      Expenses              
|Operating Income                                       
|                                                       
|Other Income and Expense:                              
|Other
      Income                                     
|Other Expense                                          
|                                                       
|Income Before Income Taxes                             
|                                                       
|Provision for Income Taxes:                            
|                                                       
|Current Provision                                      
|Net income
      for the period                        
|Other Comprehensive Income:                            
|Gain on
      foreign currency conversion              
|Total Comprehensive Income                             
|Income Per
      Share -                               
|Basic and Diluted                                      
|                                                       
|Weighted average number of shares                      
|Outstanding                                            



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

-5-

---

|ASIA ELECTRICAL POWER INTERNATIONAL GROUP
      INC.    
|--------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH
      FLOWS             
|For the Three Months Ended March 31, 2006
      and 2005
|(Prepared Without Audit)                                
|                                                        
|                                                        
|                                                        
|CASH FLOWS FROM
      OPERATIONS:                       
|Net income                                              
|Charges not requiring the
      outlay of cash:         
|Depreciation
      and amortization                     
|Decrease
      (increase)in deferred taxes              
|Changes in assets and
      liabilities:                
|(Increase)decrease in accounts receivable               
|Increase in
      other receivables                     
|Decrease
      (increase) in advances to suppliers      
|Increase in
      inventory                             
|Decrease in
      other assets                          
|Increase in
      accounts payable                      
|Increase
      (decrease) in advances from customers    
|Decrease in
      accrued liabilities/other payable     
|Net Cash Consumed
      By                              
|Operating
      Activities                              
|                                                        
|CASH FLOWS
      FROM INVESTING                         
|ACTIVITIES:                                             
|Purchases of fixed
      assets                         
|Deposit on
    land                                     
|Net Cash Consumed
      By                              
|Investing
      Activities                              
|CASH FLOWS
      FROM FINANCING                         
|ACTIVITIES:                                             
|Advances (repayment)from
      shareholder              
|Net Cash Provided (Consumed)
      By                   
|                                                        
|Financing
      Activities                              
|Comprehensive income ¡§C
      Foreign exchange gain    
|Net change in
    cash                                  
|                                                        
|Cash balance, beginning of
      period                 
|Cash balance, end of
      period                       
|                                                        

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

-6-



---



ASIA ELECTRICAL POWER INTERNATIONAL
GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2006

(Unaudited)



|1. BASIS OF
      PRESENTATION
|------------------------------

The unaudited interim financial statements
of Asia Electrical Power International Group Inc. ("the Company") as of March 31, 2006 and for the three month periods ended
March 31, 2006 and 2005, have been prepared in accordance with generally
accepted accounting principles. In the opinion of management, such information
contains all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results for such periods. The results
of operations for the quarter ended March 31, 2006 are not necessarily
indicative of the results to be expected for the full fiscal year ending
December 31, 2006.

Certain information and disclosures
normally included in the notes to financial statements have been condensed or
omitted as permitted by the rules and regulations of the Securities and Exchange
Commission, although the Company believes the disclosure is adequate to make the
information presented not misleading. The accompanying unaudited financial
statements should be read in conjunction with the financial statements of the
Company for the year ended December 31, 2005.



|-7-
|---

---

Item 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934 (the "Exchange Act"). We have based these forward-looking statements
largely on our current expectations and projections about future events and
financial trends affecting the financial condition of our business. These
forward-looking statements are subject to a number of risks, uncertainties and
assumptions, including, among other things:

|- | general economic and business conditions, both
      nationally and in our markets,                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------
| 
|- | our expectations and estimates concerning future
      financial performance, financing plans and the impact of
      competition,
| 
|- | our ability to implement our growth strategy,                                                                                     
| 
|- | anticipated trends in our business,                                                                                               
| 
|- | advances in technologies, and                                                                                                     
| 
|- | other risk factors set forth herein.                                                                                              
| 

In addition, in this report, we use words
such as "anticipates," "believes," "plans," "expects," "future," "intends," and
similar expressions to identify forward-looking statements.

Asia Electrical Power International Group
Inc. ("AEPI" or the "Company") undertakes no obligation to update publicly or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this prospectus. In light of these
risks and uncertainties, the forward-looking events and circumstances discussed
in this prospectus may not occur and actual results could differ materially from
those anticipated or implied in the forward-looking statements.

Asia Electrical Power International Group
Inc.("AEPI")was incorporated in the State of Nevada on August 30, 2002 as
"Berita International
Corporation", for the purpose of producing
high and mid-voltage electrical switchgears in PRC. On December 24, 2003, we
changed our name to "Keiji International Group
Inc."and on September 30, 2004 we changed
our name to "Asia Electrical Power
International Group Inc.".

On January 23, 2003, we entered into an
Asset and Share Exchange Agreement (the "Agreement") with Shenzhen Naiji
Electrical Equipment Co., Ltd. ("Naiji"), a PRC Corporation whereby we acquired
all the issued and outstanding stock of Naiji for consideration of 24,000,000
shares of our common stock. Naiji has produced high and mid-voltage electrical
switchgears since its inception in 1997. We design, manufacture and market
electrical power systems designed to monitor and control the flow of electrical
energy and to provide protection to motors, transformers and other electrically
powered equipment.

For the 3 months ended March 31, 2006 and
2005, we generated a profit of $93,397 and $28,973, respectively.



|-8-
|---

---



| | Plan of
  Operation
| | -------------------

Our plan of operation in the next 12
months is to establish a larger sales network by establishing 10 more branch
offices outside of Guandong Province. Our main marketing strategies to target
our markets are based on:

|1. | The efforts of our sales staff in
      our marketing department and branch offices located throughout the region
      to obtain new customers.                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Effective client relations
      management directed through top management to maintain current customer
      base and to encourage referrals through these customers.
|  

In maintaining customer relations, our
sales staff in our branch offices offer technical support, tend to customer
service matters and arrange for on site visits from our technical staff to
follow up on questions or concerns the customer may have.

Members of our top management oversee the
efforts of our sales staff and make adjustments to our marketing strategy as
appropriate in response to market conditions. Top management approves all
marketing strategies carried out by our sales staff.



|Our target markets
  are:
|-------------------------

|- | Residential and commercial
      developers or contractors which may require expansion of existing power
      systems to new areas.
|- | ------------------------------------------------------------------------------------------------------------------------------------
| 
|  | o                                                                                                                                   
| 
|  | o                                                                                                                                   
| 
|- | Wholesale manufactures who may
      make bulk purchases.                                                                           
| 
|  | o                                                                                                                                   
| 
|- | Electrical equipment installation
      companies who may refer us to potential customers.                                          
| 
|  | o                                                                                                                                   
| 
|  | o                                                                                                                                   
| 



|-9-
|---

---

|- | Electrical Bureaus of urban and
      rural cities who may award contracts to us to service various existing or
      new transportation developments such as airports, subway stations, etc.
      They may also require certain areas to be networked in order to distribute
      power to these areas.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | o                                                                                                                                                                                                                                                                                                         
| 

The majority of our marketing efforts are
tended to generate referrals from existing customers. We place an emphasis on
providing what we believe to be a higher lever of customer service, specifically
relating to our on site visits, and technical support.

We will also be incurring research and
development costs for refining our existing product line. Currently we are not
expecting to be developing new products in the near future.



| | Results of
    Operations
| | -------------------------

Three months ended March 31, 2006,
compared to three months ended March 31, 2005.

We generated a net income for the three
months ended March 31, 2006, 2005 of $ 93,397 and $28,973, respectively. The
increase was attributed to establishing additional branch offices and sales
staff devoted solely to marketing of our products in various areas. With the
level of sales we generated, we were in a position with better purchasing power
and were granted discounts on bulk transactions. Cost of sales were 78% in 2006
and

81 % in 2005. Our selling and
administrative expenses consist of the following:

|                                    |  | 2006      |  | 2005      |  | % Increase/Decrease
|----------------------------------- |  | --------- |  | --------- |  | -------------------
|Selling
    Expenses-               |  |           |  |           |  |                    
|Transportation                      |  | 34,219    |  | 21,996    |  | 56%                
|Travel and
      Promotion          |  | 15,987    |  | 18,342    |  | -13%               
|Marketing                           |  | 12,681    |  | 5,595     |  | 127%               
|Office &
    Other                  |  | 7,532     |  | 1,887     |  | 299%               
|Technical Support
      and         |  |           |  |           |  |                    
|Warranty                            |  | 3,808     |  | 5,131     |  | -26%               
|                                   
|Total Selling
      Expenses        |  | 74,227    |  | 52,951    |  | 40%                
|                                    |  |           |  |           |  |                    
|Administrative Expenses             |  |           |  |           |  |                    
|Salaries, benefits and
      dues   |  | 59,927    |  | 33,111    |  | 81%                
|Depreciation                        |  | 15,823    |  | 12,273    |  | 29%                
|Office and
      Utilities          |  | 15,693    |  | 13,980    |  | 12%                
|Occupancy                           |  | 11,843    |  | 11,517    |  | 3%                 
|Insurance                           |  | 10,642    |  | 7,211     |  | 48%                
|Research &
      Development        |  | 3,828     |  | 2,985     |  | 28%                
|Traveling and
      Vehicle         |  | 979       |  | 4,008     |  | -76%               
|Meals and
      Entertainment       |  | 496       |  | 2,526     |  | -80%               
|Amortization                        |  | -         |  | 2,228     |  | -100%              
|Total Administrative
      Expenses |  | 119,231   |  | 89,837    |  | 33%                
|                                    |  |           |  |           |  |                    
|Selling
      and Administrative    |  |           |  |           |  |                    
|Expenses                            |  | $
193,458 |  | $
142,790 |  | 36%                
|                                    |  |           |  |           |  |                    



-10-



---



Transportation expenseincreased as we generated most of our sales outside of
Guandong Province. We have our own delivery vans and also outsource to
3rdparties when needed.

OurTravel and Promotioncosts were
decreased as a result of efforts to delegate sales and marketing initiatives to
each branch office and its corresponding location. Sales staff located in each
branch office are responsible for sales in their location and any initiatives or
sales opportunities in another location are directed to sales staff at the
closest branch office. Therefore travel costs are decreased.

Office and Marketingcosts increased as a result of preparing promotional
materials to be launched at each of our branch offices. These materials were
launched shortly after the Chinese New Year holiday in March.

Warrantycosts decreased as a result of our research and development efforts made
to refine our existing product line. We expect to continuously monitor and make
improvements to our products line whenever such warranty claims are brought
forward.

Salariesincreased as a result of bonuses paid to employees and also retaining
additional staff in branch offices. Bonuses and pay increases are based on merit
and are awarded at the discretion of management.

Occupancyexpense is expected to remain constant from period to period.

We incurredResearch and Developmentcosts for
refining our existing products consisting of XGN15-12II SF6 Insulated Ring Main
Unit with Compact Switchgear, DFW8-12 Branch cable cabinet, and SRM16-12 SF6
insulated ring main cabinet with compact switchgear.

Other Incomeof $ 1,905 consists of compensation received from suppliers
for faulty products sold to us. The compensation consists of amounts reimbursed
for defective materials and loss of business. The matter was settled privately
and there are no pending suits against such suppliers.

Other Expenseof $ 15,534 consists of amounts paid to a customer for delays
in delivery of our product as a result of faulty raw materials used as discussed
above. This matter was also settled privately and there are no amounts pending.
We believe we have a good relationship with this customer and will continue our
business relationship in the long term.



| | Liquidity and Capital
      Resources
| | -------------------------------------

As of March 31, 2006, we had a negative
working capital of $ 140,050. This was mainly as a result of shareholder
advances we received from our President, Mr. Guo for funding our operations and
deposits which were made on land we leased for a period of 50 years in September
2004 for the purpose of constructing new office and manufacturing facilities.
Shareholder loans are without stated terms of repayment and interest is imputed
at 6% per annum. Total deposits made on the land lease were $ 1,206,036 and we
received shareholder loans totally $ 1,239,502 as of March 31, 2006 to fulfill
deposits which were required. We made deposits in the amount of $ 996,326 in
2004 and 2005 and $ 209,710 throughout March 31, 2006.

Currently we cannot estimate construction
costs as this project is in its planning stages and we are gathering various
quotes from construction companies and suppliers of construction materials.
Other expansion plans include establishing 10 more branch offices, expanding our
sales network which will require approximately $100,000 to sustain per year.
Branch offices are our most effective means of marketing and generating sales.
We expect to establish 2 branch offices per month commencing June
2006.

We do not know of any trends, events or
uncertainties that are likely to have a material impact on our short-term or
long-term liquidity other than those factors discussed above.

-11-

---

Net Cash consumed by operating activities
were $ 294,959 in 2006 compared to $ 373,771 in 2005 and are summarized as
follows:

|                                                   |  | 2006        |  | 2005       
|-------------------------------------------------- |  | ----------- |  | -----------
|Net Income                                         |  | $ 93,397    |  | $ 28,973   
|Decrease (increase) in
      accounts receivable   |  | ( 319,289)  |  | 189,300    
|Decrease
      (increase) in advances to suppliers |  | 18,767      |  | (979,050)  
|Increase in
      inventory                        |  | (230,700)   |  | (181,355)  
|Increase in
      accounts payable                 |  | 285,789     |  | 170,391    
|Decrease in advances from
      customers          |  | (82,320)    |  | 709,179    
|Other                                              |  | (60,603)    |  | (311,209)  
|                                                   |  |             |  |            
|Net Cash Consumed By
      Operating Activities    |  | $ (294,959) |  | $
(373,771)

Most of our sales transactions with
customers during the 1stquarter were made on account as opposed to accounts which were
prepaid. As a result of these sales, we made purchases to replenish inventory
levels to fulfill these transactions. These purchases were mostly made on
account.

Net Cash consumed by investing activities
in 2006 were $ 217,182 of which we purchased production equipment and made
deposits on the land we leased in September of 2004 which our President provided
the necessary funding. We also purchased equipment in 2005 in the amount of $
11,171.

Net Cash provided by financing activities
in 2006 were $ 441,785 as result of shareholder loans provided by Mr. Guo to
fund our operations.

Not including our plans for construction
of new office facilities, over the next 12 months, we will require approximately
$6,000,000 to sustain our working capital needs as follows:

|Materials,
      Labor, Overhead                   |  | $
      5,000,000
|-------------------------------------------------- |  | -----------------
|Selling
      Expenses and Administrative Expenses |  | 1,000,000        
|Total                                              |  | $
      6,000,000

Our main source of funding has been
shareholder loans. We may explore financing options however expect shareholders
loans and cashflow generate from sales to be sufficient to fund our operations
for the next 12 months.



| | Critical Accounting
      Policies
| | ----------------------------------

The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect certain reported amounts and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. The application of GAAP
involves the exercise of varying degrees of judgment. The resulting accounting
estimates will not always precisely equal the related actual results. Management
considers an accounting estimate to be critical if:

-   assumptions are required to be made; and

-   changes in estimates could have a material effect on our financial
statements.

The majority of our estimates does not
vary over time and are not expected to change in the future with the exception
of allowance for doubtful accounts. The normal collection period for accounts
receivable is between 1.5 and 2 years; however the timing collection of accounts
vary significantly and therefore estimates of doubtful accounts are not as
accurate compared to other operations which have a shorter normal collection
period of, for example, net 30 days.

-12-

---

Factors That May Affect Our Future
Results and the Trading Price of Our Common Stock

An investment in shares of our common
stock involves a high degree of risk. You should consider carefully the
following information about these risks, together with other information
contained in this report and our other filings with the Securities and Exchange
Commission before you decide to buy our stock. If any of the following risks
actually occur, our business, financial condition and prospects would likely
suffer. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our operations.

There is currently no public market for
our common stock and therefore the stock you purchase may be illiquid for an
indefinite period of time.

There is currently no public market for
the common stock. We are under application to apply for quotation of our common
stock on the OTC Bulletin Board, there can be no assurance that, even if our
common stock is approved for quotation, an active trading market for our common
stock will develop or be sustained.

Broker-dealers may be discouraged from
effecting transactions in our shares because they are considered penny stocks
and are subject to the penny stock rules.

Rules 15g-1 through 15g-9 promulgated
under theSecurities Exchange Act of 1934(the "Securities Exchange Act") impose sales
practice and disclosure requirements on NASD broker-dealers who make a market in
"penny stocks". A penny stock generally includes any non-NASDAQ equity security that
has a market price of less than $5.00 per share. Under the penny stock
regulations, a broker-dealer selling penny stock to anyone other than an
established customer or "accredited
investor" (generally, an individual with net
worth in excess of $1,000,000 or an annual income exceeding $200,000, or
$300,000 together with his or her spouse) must make a special suitability
determination for the purchaser and must receive the purchaser's written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt.

In addition, the penny stock regulations
require the broker-dealer to deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, unless the broker-dealer or the transaction is otherwise exempt. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities. Finally, a broker-dealer is required to send monthly statements
disclosing recent price information with respect to the penny stock held in a
customer's account and information with respect to the limited market in penny
stocks.

Our stock is substantially controlled
by directors, officers and principal shareholders for the foreseeable future and
as a result, will be able to control our overall direction.

Our insiders, being the directors,
officers and principal shareholders, own an aggregate of approximately 54.71% of
our outstanding shares. As a result, the insiders will be able to control the
outcome of all matters requiring stockholder approval and will be able to elect
all of our directors. Such control, which may have the effect of delaying,
deferring or preventing a change of control, is likely to continue for the
foreseeable future and significantly diminishes control and influence which
future stockholders may have in AEPI.



|-13-
|----

---

Item 3. CONTROLS AND PROCEDURES

(A) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys Chief Executive Officer/Chief Accounting Officer of the
effectiveness of the design and operation of the Companys disclosure controls and procedures. The Companys disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Companys
disclosure control objectives. The Companys Chief Executive Officer/Chief Accounting Officer has concluded that the Companys disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period
covered. In addition, the Company reviewed its internal controls, and there have been no significant changes in its internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation
or from the end of the reporting period to the date of this Form 10-QSB.

(B) Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of the Companys internal controls during the Companys first fiscal quarter ended March 31, 2006, the Companys Chief Executive Officer/Chief Accounting Officer has
determined that there are no changes to the Companys internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Companys internal controls over financial
reporting.



|PART II.
|--------



|OTHER INFORMATION
|-----------------



|Item 1. Legal Proceedings
|-------------------------



|None.
|-----

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



|None.
|-----



|Item 3. Defaults Upon Senior Securities
|---------------------------------------



|None.
|-----

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



|None
|----



|Item 5. Other Information
|-------------------------



|None.
|-----

-14-

---

|Item 6.        |  |            
|-------------- |  | -----------
|A)             |  | Exhibits   
|              
|Exhibit Number |  | Description
|3.1            |  |            
|               |  |            
|3.2            |  |            
|               |  |            
|3.3            |  |            
|               |  |            
|3.4            |  |            
|               |  |            
|3.5            |  |            
|               |  |            
|3.6            |  |            
|               |  |            
|3.7            |  |            
|               |  |            
|31.1           |  |            
|               |  |            
|31.2           |  |            
|               |  |            
|32.1           |  |            
|               |  |            
|32.2           |  |            

|(1) | Incorporated by reference from
      our Form SB-2 that was originally filed with the SEC on October 29,
      2004.
|--- | --------------------------------------------------------------------------------------------------------------------
|   

|B) |  | Reports on Form 8-K
|-- |  | -------------------
|   |  | None               



|-15-
|----

---

SIGNATURES

SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly
Report to be signed on its behalf by the undersigned thereunto duly
authorized.

|                   |  |  |  | ASIA
      ELECTRICAL POWER                        
|------------------ |  |  |  | ---------------------------------------------------
|                   |  |  |  | INTERNATIONAL GROUP
    INC.                       
|Date: May 12, 2006 |  |  |  |                                                    
|                   |  |  |  | /s/ Yulong Guo                                     
|                   |  |  |  | By:                                                
|                   |  |  |  | Yulong Guo                                         
|                   |  |  |  | President, Chief Executive Officer and
    Director
|                  
|                   |  |  |  | /s/ Xiaoling Chen                                  
|                   |  |  |  | By:                                                
|                   |  |  |  | Xiaoling Chen                                      
|                   |  |  |  | Secretary, Chief Accounting
    Officer            

-16-

---