UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31,
2009

OR

|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
|o | TRANSITION
  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
  THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER 000-52695

|                                                                 
|-----------------------------------------------------------------
|GREATER
  ASIA REALTY HOLDINGS, LTD.                             
|                                                                 
|(Exact Name of Small Business Issuer as Specified in its Charter)

|                                           |  |                    
|------------------------------------------ |  | -------------------
|Delaware                                   |  | 30-0477890         
|                                           |  |                    
|(State or other jurisdiction of            |  | (I.R.S. Employer   
|incorporation or organization)             |  | Identification No.)
|                                           |  |                    
|c/o Tay Chong Weng, M-3-19 Plaza Damas,    |  |                    
|Sri Hartamas, Kuala Lumpur, Malaysia       |  | 50480              
|                                           |  |                    
|(Address of principal executive
  offices) |  | (Zip code)         

Issuers telephone & facsimile number:
+(603) 2178-4947

Not applicable.

---

(Former name, former address and former
fiscal year, if changed since last report)


---



Check whether
the issuer (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
o

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the
registrant filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court. Yes o     No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date:

As of June
1, 2009, there were 16,415,000 shares of common stock, $.0001 par value per
share, issued and outstanding.

Transitional
Small Business Disclosure Format: Yes o     No
x

2

---



|                               |    |                                                                                       |   
|------------------------------ | -- | ------------------------------------------------------------------------------------- | --
|TABLE OF CONTENTS              |   
|                               |   
|PART I - FINANCIAL INFORMATION |   
|                               |   
|Item 1.                        |    | Financial Statements                                                                  | 4 
|Item 2.                        |    | Managements Discussion and Analysis of Financial Condition and Results of Operations | 10
|Item 3.                        |    | Quantitative and Qualitative Disclosures about Market Risk                            | 10
|Item 4.                        |    | Controls and Procedures                                                               | 13
|                               |   
|PART II - OTHER INFORMATION    |   
|                               |   
|Item 1.                        |    | Legal Proceedings                                                                     | 13
|Item 1A.                       |    | Risk Factors                                                                          | 13
|Item 2.                        |    | Unregistered Sales of Equity Securities and Use of Proceeds                           | 13
|Item 3.                        |    | Defaults Upon Senior Securities                                                       | 13
|Item 4.                        |    | Submission of Matters to a Vote of Security Holders                                   | 13
|Item 5.                        |    | Other Information                                                                     | 13
|Item 6.                        |    | Exhibits                                                                              | 13
|SIGNATURES                     | 14

3

---



PART IFINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

Introduction
to Interim Financial Statements.

The interim
financial statements included herein have been prepared by Greater Asia Realty
Holdings, Ltd. (the Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (The Commission).
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008.

In the opinion
of management, all normal recurring adjustments, necessary to present fairly
the financial position of the Company as of March 31, 2009, the results of
its operations for the three month periods ended March 31, 2009 and
March 31, 2008, and the changes in its cash flows for the three month
periods ended March 31, 2009 and March 31, 2008, have been included.
The results of operations for the interim periods are not necessarily
indicative of the results for the full year.

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.

4

---



GREATER ASIA REALTY HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2009
(Unaudited)

|                                                                                                                                  |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ | -
|ASSETS                                                                                                                            |  |   |        |  
|CURRENT ASSETS                                                                                                                    |  |   |        |  
|Cash                                                                                                                              |  | $ |       |  
|                                                                                                                                  |  |   |        |  
|                                                                                                                                  |  |   |        |  
|TOTAL CURRENT ASSETS                                                                                                              |  |   |       |  
|                                                                                                                                  |  |   |        |  
|                                                                                                                                  |  |   |        |  
|TOTAL ASSETS                                                                                                                      |  | $ |       |  
|                                                                                                                                  |  |   |        |  
|                                                                                                                                  |  |   |        |  
|LIABILITIES
  & STOCKHOLDERS EQUITY (DEFICIT)                                                                                    |  |   |        |  
|                                                                                                                                  |  |   |        |  
|CURRENT LIABILITIES                                                                                                               |  |   |        |  
|                                                                                                                                  |  |   |        |  
|Shareholder Advances                                                                                                              |  | $ | 2,227  |  
|Accounts Payable                                                                                                                  |  |   |       |  
|                                                                                                                                  |  |   |        |  
|TOTAL CURRENT LIABILITIES                                                                                                         |  |   | 2,227  |  
|                                                                                                                                  |  |   |        |  
|TOTAL LIABILITIES                                                                                                                 |  |   | 2,227  |  
|                                                                                                                                  |  |   |        |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                    |  |   |        |  
|                                                                                                                                  |  |   |        |  
|Preferred stock, ($.0001 par value,
  20,000,000 shares authorized; none issued and outstanding.)                                 |  |   |       |  
|                                                                                                                                  |  |   |        |  
|Common stock ($.0001 par value, 250,000,000
  shares authorized; 16,415,000 shares issued and outstanding as of March
  31, 2009) |  |   | 1,642  |  
|                                                                                                                                  |  |   |        |  
|Additional paid-in capital                                                                                                        |  |   | 2,497  |  
|                                                                                                                                  |  |   |        |  
|Deficit accumulated during development
  stage                                                                                    |  |   | (6,366 | )
|                                                                                                                                  |  |   |        |  
|TOTAL STOCKHOLDERS EQUITY (DEFICIT)                                                                                              |  |   | (2,227 | )
|                                                                                                                                  |  |   |        |  
|                                                                                                                                  |  |   |        |  
|TOTAL LIABILITIES & STOCKHOLDERS
  EQUITY (DEFICIT)                                                                              |  | $ |       |  
|                                                                                                                                  |  |   |        |  



5

---



GREATER ASIA REALTY HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|-------------------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | ---------------------------------------------- | - | -------------------------------------------------- |  | - | ---------- | -
|                                                                           |  | For the
  Three-Months Ended 
  March 31, 2009 |            | For the
  Three-Months Ended 
  March 31, 2008 |   | January 30, 2007
  (Inception) to
  March 31, 2009 | 
|                                                                           |  |                                                |            |                                                |   |                                                    | 
|                                                                           |  |                                                |            |                                                |   |                                                    | 
|REVENUES                                                                   |  |                                                |            |                                                |   |                                                    |  |   |            |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|Revenues                                                                   |  | $                                              |           |                                                | $ |                                                   |  | $ |           |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|TOTAL REVENUES                                                             |  |                                                |           |                                                |   |                                                   |  |   |           |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|GENERAL & ADMINISTRATIVE EXPENSES                                          |  |                                                |            |                                                |   |                                                    |  |   |            |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|Organization and related expenses                                          |  |                                                |           |                                                |   |                                                   |  |   | 139        |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|General and administrative expenses                                        |  |                                                |           |                                                |   | 1,100                                              |  |   | 6,227      |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|TOTAL GENERAL & ADMINISTRATIVE EXPENSES                                    |  |                                                |           |                                                |   | 1,100                                              |  |   | 6,366      |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|NET LOSS                                                                   |  | $                                              |           |                                                | $ | (1,100)                                            |  | $ | (6,366     | )
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|BASIC LOSS PER SHARE                                                       |  | $                                              |           |                                                | $ | (0.00)                                             |  | $ | (0.00      | )
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED |  |                                                | 16,415,000 |                                                |   | 16,415,000                                         |  |   | 16,415,000 |  
|                                                                           |  |                                                |            |                                                |   |                                                    |  |   |            |  



6

---



GREATER ASIA REALTY HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                      |  | For the 
  Three-Months Ended
  March 31, 2009 |   | For the 
  Three-Months Ended 
  March 31, 2008 |   | January 30, 2007 
  (Inception) to 
  March 31, 2009 | 
|----------------------------------------------------- |  | ---------------------------------------------- | - | ----------------------------------------------- | - | ---------------------------------------------------- | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES                  |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Net income (loss)                                     |  | $                                              |  |                                                 | $ | (1,100)                                              | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Issuance of stock for formation expenses              |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Issuance of stock for services rendered               |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Total adjustments to net income                       |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|CASH FLOWS FROM INVESTING ACTIVITIES                  |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|CASH FLOWS FROM FINANCING ACTIVITIES                  |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Advances from stockholder                             |  |                                                |  |                                                 |   | 1,100                                                | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Accounts payable                                      |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES |  |                                                |  |                                                 |   | 1,100                                                | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|NET INCREASE (DECREASE) IN CASH                       |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|CASH AT BEGINNING OF YEAR                             |  |                                                |  |                                                 |   |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|CASH AT END OF YEAR                                   |  | $                                              |  |                                                 | $ |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|NONCASH INVESTING AND FINANCING ACTIVITIES:           |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Common stock issued for services rendered             |  | $                                              |  |                                                 | $ |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:  |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Interest paid                                         |  | $                                              |  |                                                 | $ |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 
|Income taxes paid                                     |  | $                                              |  |                                                 | $ |                                                     | 
|                                                      |  |                                                |   |                                                 |   |                                                      | 



7

---



GREATER ASIA REALTY HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION
OF BUSINESS

Greater Asia Realty
Holdings, Ltd. (the Company) was incorporated on January 30, 2007 in
accordance with the Laws of the State of Delaware. The Company was originally formed
in order to create and realize value by identifying and making opportunistic real
estate investments by the direct acquisition, rehabilitation, financing and
management of real properties in Malaysia. Due to the Company's failure to raise
significant capital from its initial public offering, the Company had decided to
abandon its initial business plan. The Company's current principal business activity
is to seek a suitable reverse acquisition candidate through acquisition, merger or
other suitable business combination method.

NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF
PRESENTATION - DEVELOPMENT STAGE COMPANY

The Company
has not earned any revenue from operations. Accordingly, the Companys
activities have been accounted for as those of a Development Stage Company as
set forth in Financial Accounting Standards Board Statement No. 7 (SFAS 7).
Among the disclosures required by SFAS 7 are that the Companys financial
statements be identified as those of a development stage company, and that the
statements of operations, stockholders equity and cash flows disclose activity
since the date of the Companys inception.

ACCOUNTING
METHOD

The Companys
financial statements are prepared using the accrual method of accounting. The
Company has elected a fiscal year ending on December 31.

USE OF
ESTIMATES

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.

CASH
EQUIVALENTS

The Company
considers all highly liquid investments with maturity of three months or less
when purchased to be cash equivalents.

INCOME TAXES

Income taxes
are provided in accordance with Statement of Financial Accounting Standards No.
109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability
is recorded for all temporary differences between financial and tax reporting
and net operating loss carryforwards. Deferred tax expense (benefit) results
from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion of all of the
deferred tax assets will be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment. There were no current or deferred income tax expenses or benefits
due to the Company not having any material operations for period ended
March 31, 2009.

8

---



BASIC EARNINGS
(LOSS) PER SHARE

In February
1997, the FASB issued SFAS No. 128, Earnings Per Share, which specifies the
computation, presentation and disclosure requirements for earnings (loss) per
share for entities with publicly held common stock. SFAS No. 128 supersedes the
provisions of APB No. 15, and requires the presentation of basic earnings
(loss) per share and diluted earnings (loss) per share. The Company has adopted
the provisions of SFAS No. 128 effective January 30, 2007 (inception).

Basic net loss
per share amounts is computed by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company.

IMPACT OF NEW
ACCOUNTING STANDARDS

The Company
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Companys results of operations, financial
position, or cash flow.

NOTE 3. GOING
CONCERN

The Companys
financial statements are prepared using accounting principles generally
accepted in the United States of America applicable to a going concern that
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not established any source of
revenue to cover its operating costs. The Company will engage in very limited
activities without incurring any liabilities that must be satisfied in cash
until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations. If
the Company is unable to obtain revenue producing contracts or financing or if
the revenue or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its operations
or seek other business opportunities through strategic alliances, acquisitions
or other arrangements that may dilute the interests of existing stockholders.

NOTE 4.
RELATED PARTY TRANSACTIONS

On January 30,
2007, the Company issued 1,390,000 shares of common stock for $139 in services
to the founding shareholder of the Company to fund organizational start-up
costs.On February 12, 2007, the Company issued 15,000,000 shares of common
stock to the founding shareholder for the development of our business concept
and plan. The services were valued at $1,500.As of March 31, 2009, the
Company owed the President and CEO of the Company an outstanding balance of
$2,227 for expenses incurred on its behalf. The advance is non-interest bearing
and no interest has been accrued.

9

---



NOTE 5.
SHAREHOLDERS EQUITY

Upon
formation, the Board of Directors issued 1,390,000 shares of common stock for
$139 in services to the founding shareholder of the Company to fund
organizational start-up costs.

On February
12, 2007, the Company issued 15,000,000 shares of common stock to our founding
shareholder for the development of our business concept and plan. The services
were valued at $1,500.

On November
14, 2007, the Company issued 25,000 shares of common stock to Gary L. Blum for
legal services rendered in connection with the Companys proposed public
offering of securities. The services were valued at $2,500.

The
stockholders equity section of the Company contains the following classes of
capital stock as of March 31, 2009:

| |   |                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------
| |  | Common
  stock, $0.0001 par value: 250,000,000 shares authorized; 16,415,000 shares
  issued and outstanding.

| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | Preferred
  stock, $0.0001 par value: 20,000,000 shares authorized; but  not issued and outstanding.

NOTE 6. STOCK
OPTION PLAN

On November 2,
2007, the Company adopted the 2007 Greater Asia Realty Holdings, Ltd. Stock
Option Plan (Plan). The Plan provides for the issuance of up to 1,000,000
shares for options over a ten-year period. Under provisions of the Plan, the
purchase price for a share of stock subject to the options shall not be less
than 100% of the fair market value of the stock at the date of grant. As of
March 31, 2009 no options had been granted under the Plan.

NOTE 7.
PROPOSED INITIAL PUBLIC OFFERING

On December 3,
2007, the Company filed with the U.S. Securities and Exchange Commission (SEC),
a registration statement on Form SB-2 in connection with a proposed $500,000
initial public offering of 500,000 units at $1.00 per unit, each consisting of
one share of common stock, two Class A warrants and four Class B warrants. The
registration statement was declared effective by the SEC on January 16, 2008.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following
discussion and analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and related notes
included elsewhere in this report. References in this section to Greater Asia
Realty Holdings, Ltd., the Company, we, us, and our refer to Greater
Asia Realty Holdings, Ltd., a Delaware corporation.

Plan of Operation

The following
plan of operation provides information which we believe is relevant to an
assessment and understanding of our results of operations and financial
condition. The discussion should be read along with our financial statements
and notes thereto. We are a development stage company. Because we have not
generated any revenue, we intend to report our plan of operation below.

10

---



The Company was originally formed in order to create and realize
value by identifying and making opportunistic real estate investments by the
direct acquisition, rehabilitation, financing and management of real properties
in Malaysia. Due to the Company's failure to raise significant capital from its
initial public offering in fiscal year 2008, the Company had decided to abandon
its initial business plan. The Company's current principal business activity is
to seek a suitable reverse acquisition candidate through acquisition, merger or
other suitable business combination method.

The Company does not currently engage in any business activities
that provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with money
in our treasury, if any, or with additional money contributed by Tay Chong Weng,
our sole director, officer and majority shareholder, or another source. During
the next 12 months we anticipate incurring costs related to: (i) filing of
Exchange Act reports, and (ii) investigating, analyzing and consummating an
acquisition. We believe we will be able to meet these costs through use of funds
in our treasury and additional amounts, as necessary, to be loaned to or
invested in us by our stockholders, management or other investors.

The Company's current principal business activity is to seek a
suitable reverse acquisition candidate through acquisition, merger or other
suitable business combination method. As a "reporting company," the Company
may be more attractive to a private acquisition target because its common
stock may thereby be quoted on the OTC Bulletin Board. The Company is
obligated to file with the U.S. Securities and Exchange Commission (the
"Commission") certain interim and periodic reports including an annual report
containing audited financial statements. The Company anticipates that it will
continue to file such reports as required under the Exchange Act. Shell
corporations like the Company have zero or nominal assets and typically no
stated or contingent liabilities. Private companies wishing to become publicly
trading may wish to merge with a shell corporation through a reverse merger or
reverse acquisition transaction whereby the shareholders of the private
company become the majority of the shareholders of the combined company. The
private company may purchase for cash all or a portion of the common shares of
the shell corporation from its major stockholders. Typically, the Board and
officers of the private company become the new Board and officers of the
combined Company and often the name of the private company becomes the name of
the combined entity.

The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.

Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.

Our management anticipates that it will likely be able to effect
only one business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective stockholders, which is likely
to occur as a result of our management's plan to offer a controlling interest to
a target business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.

The Company anticipates that the selection of a business
combination will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, our management believes that there are numerous
firms seeking even the limited additional capital that we will have and/or the
perceived benefits of becoming a publicly traded corporation. Such perceived
benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may
be obtained, providing liquidity for the principals of and investors in a
business, creating a means for providing incentive stock options or similar
benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of stock.
Potentially available business combinations may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

Off-Balance
Sheet Arrangements

The Company
does not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Companys financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.

Cautionary
Safe Harbor Statement under the United States Private Securities Litigation
Reform Act of 1995.

Certain
information contained in this Form 10-Qs forward looking information within
the meaning of the Private Securities Litigation Act of 1995 (the Act) which
became law in December 1995. In order to obtain the benefits of the safe
harbor provisions of the act for any such forward looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Companys actual results and are
in the future likely to affect the Companys actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of interest
rate changes, the rental rate and demand for apartment rental units,
fluctuations in the costs to operate the properties owned by us, uninsurable
risks, general economic conditions, movements in the foreign exchange rate and
the availability of additional financing for the Company. Additional
information which could affect the Companys financial results is included in
the Companys Form 10-K on file with the Securities and Exchange Commission.

12

---



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information not required to be filed by Smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

As of the end
of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commissions rules and forms. There was no change in
our internal controls or in other factors that could affect these controls
during our last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There are no legal proceedings against us and we are unaware of such
proceedings contemplated against us.

ITEM 1A - RISK FACTORS

As a "smaller reporting company" as defined by Item 10 of Regulation
S-K, the Company is not required to provide information required by this Item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not
Applicable

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

Not
Applicable

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

Not
Applicable

ITEM 5 - OTHER INFORMATION

The Company's common stock does not trade, nor is it admitted to
quotation, on any stock exchange or other trading facility. Management has no
present plan, proposal, arrangement or understanding with any person with regard
to the development of a trading market in any of our securities. We cannot assure
you that a trading market for our common stock will ever develop.

All outstanding shares of our common stock are "restricted
securities," as that term is defined under Rule 144 promulgated under the
Securities Act of 1933, because they were issued in a private transaction not
involving a public offering. Accordingly, none of the outstanding shares of our
common stock may be resold, transferred, pledged as collateral or otherwise
disposed of unless such transaction is registered under the Securities Act of
1933 or an exemption from registration is available. In connection with any
transfer of shares of our common stock other than pursuant to an effective
registration statement under the Securities Act of 1933, the Company may require
the holder to provide to the Company an opinion of counsel to the effect that
such transfer does not require registration of such transferred shares under the
Securities Act of 1933.

Rule 144 is not available for the resale of securities initially
issued by companies that are, or previously were, shell companies, unless the
following conditions are met: 1) the issuer of the securities that was formerly
a shell company has ceased to be a shell company; 2) the issuer of the securities
is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934; 3) the issuer of the securities has filed all Exchange Act
reports and material required to be filed, as applicable, during the preceding 12
months (or such shorter period that the issuer was required to file such reports
and materials), other than Current Reports on Form 8-K; and 3) at least one year
has elapsed from the time that the issuer filed current comprehensive disclosure
with the SEC reflecting its status as an entity that is not a shell company.

Neither the Company nor its officer and director has any present
plan, proposal, arrangement, understanding or intention of selling any unissued
or outstanding shares of common stock in the public market subsequent to a
business combination. Nevertheless, in the event that a substantial number of
shares of our common stock were to be sold in any public market that may develop
for our securities subsequent to a business combination, such sales may adversely
affect the price for the sale of the Company's common stock securities in any
such trading market. We cannot predict what effect, if any, market sales of
currently restricted shares of common stock or the availability of such shares
for sale will have on the market prices prevailing from time to time, if any.

13

---



ITEM 6 - EXHIBITS.

(a)     The
following exhibits are filed with this report.

|        |  |                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                        
|        |  |                                                                                                                                                                                    
|        |  |                                                                                                                                                                                    
|31.1    |  | Certification
  of the Chief Executive Officer and Chief Financial Officer pursuant to
  Section 302 of the Sarbanes-Oxley Act of 2002                                             
|        |  |                                                                                                                                                                                    
|32.1    |  | Certification
  of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C.
  Section 1350 as adopted pursuant to
  Section 906 of the Sarbanes-Oxley Act of 2002



(FORM 10-Q)

SIGNATURES

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

|                     |                                                  |                                   
|-------------------- | ------------------------------------------------ | ----------------------------------
|                     | GREATER ASIA
  REALTY HOLDINGS, LTD.(Registrant)
|                     |                                                  |                                   
|Date:
  June 1, 2009 | BY:                                              | /s/ Tay
  Chong Weng              
|                     |                                                  |                                   
|                     | Name:                                            | TAY CHONG
  WENG                  
|                     | Title:                                           | CHIEF
  EXECUTIVE OFFICER         
|                     |                                                  | AND CHIEF
  FINANCIAL OFFICER     
|                     |                                                  | (PRINCIPAL
  EXECUTIVE OFFICER AND
|                     |                                                  | PRINCIPAL
  ACCOUNTING OFFICER)   

14

---