10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51048

ASIA PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	47-0855301
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

119 Commercial Street Suite 190-115, Bellingham Washington 98225	98225
(Address of principal executive offices)	(Zip Code)

(360) 392-2841

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 20, 2014, the issuer had 41,921,362 shares of common stock outstanding.

ASIA PROPERTIES, INC.

Quarterly Report on Form 10-Q 
For the Quarterly Period Ended June 30, 2012

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended June 30, 2012 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

2

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED JUNE 30, 2012

		Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)		F-1
	Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	F-1
	Consolidated Statements of Comprehensive Loss for the three and six month periods ended June 30, 2012 and 2011 and for the period from inception through June 30, 2012	F-2
	Consolidated Statements of Stockholders’ Deficit for the period from December 31, 2004 through June 30, 2012	F-4
	Consolidated Statements of Cash Flows for the three and six month periods ended June 30, 2012 and 2011 and for the period from April 6, 1998 (Inception) through June 30, 2012	F-5
	Selected notes to consolidated financial statements	F-7 - F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5
Item 4. Controls and Procedures		5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		6
Item 2. Unregistered Sales of Equity Securities and Proceeds		6
Item 3. Default upon Senior securities		6
Item 4. Submission of Matters to a Vote of Security Holders		6
Item 5. Other Information		6
Item 6. Exhibits		6

3

PART I

FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

ASIA PROPERTIES, INC.

(A DEVELOPMENT STAGE COMPANY) 

CONSOLIDATED BALANCE SHEETS 

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

	June 30, 2012			Dec 31, 2011
Assets
Current
Cash and cash equivalents	$	1,040		$	10,175
Total Current Assets		1,040			10,175
Due from related party		-			-
Investments		625,000			625,000
Total Assets	$	626,040		$	635,175
Liabilities and Stockholder’s equity
Current liabilities
Other payables and accrued liabilities	$	138,300		$	129,135
Line of Credit		49,862			47,872
Short Term Loans		31,359			41,791
Amount due to Related Parties		902,068			855,036
Total Current liabilities		1,121,589			1,073,834
Stockholders’ Deficit
Common stock, $0.001 par value, 200,000,000 shares 38,421,362 issued and outstanding at June 30, 2012 and December 31, 2011		12,148			12,148
Additional paid in capital		3,119,780			3,119,780
Donated Capital		345,000			345,000
Deficit accumulated during the development stage		(3,972,477	)		(3,915,587	)
		(495,549	)		(438,659	)
Total liabilities and stockholders’ deficit	$	626,040		$	635,175

See accompanying notes to the financial statements

F-1

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011

	For the three months ended June 30, 2012			For the three months ended June 30, 2011
Revenue	$	-		$	-
Operating expenses
General and administrative expenses		10,425			14,622
Commission expenses
Management fees		15,000			15,000
Professional fees		298
Consulting fees
Total operating expenses		25,723			29,622
Loss from operations		(25,723	)		(29,622	)
Interest income		-			-
Gain on disposal of subsidiary		-			-
Gain on settlement of debt		-			-
Income taxes recovered		-			-
Write-down of property and equipment		-			-
Net comprehensive loss	$	(25,723	)	$	(29,622	)

See accompanying notes to the financial statements

F-2

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011

	For the Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011			For the Period April 6, 1998 (Inception) Through  June 30, 2012
Revenue	$			$			$	(46,432	)
Operating expenses
General and administrative		26,591			32,579			1,858,580
Commission Expenses		-			-			42,000
Management Fees		30,000			30,000			1,253,614
Professional Fees		297			-			789,766
Consulting		-						183,761
Total operating expenses		56,888			62,579			4,127,720
Loss from operations		(56,888	)		(62,579	)		(4,174,152	)
Interest income		-			-			3,294
Disposal of subsidiary		-			-			27,120
Gain on settlement of debt		-			-			178,307
Income taxes recovered		-			-			595
Write-down of property and equipment		-			-			(7,639	)
Net Comprehensive Loss	$	(56,888	)	$	(62,579	)	$	(3,972,475	)
Weighted average number of shares outstanding -basic and diluted		38,421,362			35,527,992
basic and diluted loss per share	$	(0.0015	)	$	(0.0018	)	$

See accompanying notes to the financial statements

F-3

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FROM DECEMBER 31, 2004 THROUGH JUNE 30, 2012

							Additional
	Common Stock						Paid In			Donated
	Number of			Amount			Capital			Capital		Deficit			Total
	shares			$			$			$		$			$
Balance December 31, 2004		30,076,112			7,519			1,729,509			270,000		(2,064,981	)		(57,953	)
Issued for services at $0.26 per share		40,000			40			10,360			-		-			10,400
Issued for services at $0.50 per share		160,000			50			24,950			-		-			25,000
Issued for properties at $0.50 per share		200,000			600			299,400			-		-			300,000
Issued for properties at $1.45 per share		2,400,000			45			159,955			-		-			160,000
Issued for properties at $2.55 per share		180,000			350			899,650			-		-			900,000
Issued for cash at $0.50 per share		1,400,000			1,050			523,950			-		-			525,000
Finders fee paid		4,200,000			-			(25,000	)				-			(25,000	)
Donated capital		-			-			-			60,000		-			60,000
Net loss for the year		-			-			-			-		(247,792	)		(247,792	)
Balance, December 31, 2005		38,616,112			9,654			3,622,774			330,000		(2,312,773	)		1,649,655
Option exercised for cash at $1.00 per share		160,000			40			39,960			-		-			40,000
Issued for cash at $1.00		420,000			105			104,895			-		-			105,000
Donated capital		-			-			-			15,000		-			15,000
Net loss for the year		-			-			-			-		(252,278	)		(252,278	)
Balance December 31, 2006		39,196,112			9,799			3,767,629			345,000		(2,565,051	)		1,557,377
Issued for cash at $1.00		220,000			55			54,945			-		-			55,000
Finders fee paid		11,000			3			2,747			-		-			2,750
4 for 1 split on 16 April					-			-			-		-			-
Net loss for the year		-			-			-			-		(298,260	)		(298,260	)
Balance December 31, 2007		39,115,112			9,857			3,825,321			345,000		(2,863,311	)		1,316,867
Issued for cash at $0.20		225,000			225			44,775			-		-			45,000
Finders fee paid		11,250			11			2,239			-		-			2,250
Cancelled due to unsuccessful transfer of property rights		(3,940,000	)		(985	)		(1,323,460	)		-		-			(1,324,445	)
Net loss for the year		-			-			-			-		(513,977	)		(513,977	)
Balance December 31, 2008		35,411,362			9,108			2,548,875			345,000		(3,377,288	)		(474,305	)
Cancelled due to unsuccessful transfer of property rights		(40,000	)		(10	)		(35,545	)		-		-			(35,555	)
Net loss for the period		-			-			-			-		(114,528	)		(114,528	)
Balance December 31, 2009		35,371,362			9,098			2,513,330			345,000		(3,491,816	)		(624,388	)
Issued for services		350,000			350			52,150			-		-			52,500
Net loss for the period		-			-			-			-		(179,258	)		(179,258	)
Balance December 31, 2010		35,721,362			9,448			2,565,480			345,000		(3,671,074	)		(751,146	)
Net loss for the period		-			-			-			-		(32,957	)		(32,957	)
Issued for properties at $0.05 per share		500,000			500			24,500			-		-			25,000
Issued for properties at $0.245 per share		2,000,000			2,000			488,000			-		-			490,000
Issued for commission at $0.21 per share		200,000			200			41,800			-		-			42,000
Net comprehensive loss for the year		-			-			-			-		(244,512	)		(244,512	)
Balance December 31, 2011		38,421,362			12,148			3,119,780			345,000		(3,915,587	)		(438,659	)
Net loss for the quarter													(31,165	)		(31,165	)
Balance March 31, 2012		38,421,362			12,148			3,119,780			345,000		(3,946,752	)		(469,224	)
Net loss for the quarter													(25,723	)		(25,723	)
Balance June 30, 2012		38,421,362			12,148			3,119,780			345,000		(3,972,475	)		(494,348	)

See accompanying notes to the financial statements

F-4

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011

	For The Three Months Ended June 30, 2012			For The Three Months Ended June 30, 2011
Cash flows used in operating activities
Net loss	$	(25,723	)	$	(29,622	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortized property rights		-			-
Cancellation of shares issued for property rights		-			-
Deferred assets amortized		-			-
Depreciation		-			-
Donated management services		-			-
Gain on settlement of debt		-			-
Gain on disposal of subsidiary		-			-
Investments in mining claims acquired		-			-
Investment written off		-			-
Property rights written off		-			-
Shares issued for investments acquired		-			-
Shares issued for services received		-			-
Additional paid-in-capital realized on shares issued		-			-
Write down of investment to net realizable value		-			-
Write down of property and equipment		-			-
Changes in operating assets and liabilities
Increase/ (decrease) in short term loans		(5,216	)		(4,416	)
Increase/ (decrease) in due to related parties		18,683			39,986
(Decrease) Increase in accounts payable and accrued liabilities		11,321			(3,290	)
Net cash used in operating activities	$	(935	)	$	2,658
Cash flow used in investing activities
Property rights acquired for resale		-			-
Increase in deferred assets		-			-
Cash flow used in investing activities (Continued)		-			-
Purchase of property and equipment		-			-
Purchase of investment		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities
Issuance of stock		-			-
Wells Fargo Business Line		1,585			-
Payments made on long term loan		(503	)		14
Advances from related party		-			-
Net cash provided by (used in) financing activities		1,082			14
Net increase/ (decrease) in cash	$	147		$	2,644
Cash, beginning of period	$	893		$	846
Cash, end of period	$	1,040		$	3,518

See accompanying notes to the financial statements

F-5

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011

	For the Six months ended 30 June 2012			For the Six months ended 30 June 2011			Cumulative total since inception
Cash flows used in operating activities
Net loss	$	(55,688	)		(62,579	)	$	(3,972,475	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortized property rights		-			-			97,310
Cancellation of shares issued for property rights		-			-			(1,360,000	)
Deferred assets amortized		-			-			12,507
Depreciation		-			-			12,599
Donated management services		-			-			345,000
Gain on settlement of debt		-			-			(178,307	)
Gain on disposal of subsidiary		-			-			-
Investments in mining claims acquired		-			-			(652,000	)
Investment written off		-			-			20,000
Property rights written off		-			-			1,637,900
Shares issued for investments acquired		-			-			2,500
Shares issued for services received		-			-			756,826
Additional paid-in-capital realized on shares issued		-			-			606,450
Write down of investment to net realizable value		-			-			37,400
Write down of property and equipment		-			-			7,639
Changes in operating assets and liabilities
Increase/ (decrease) in short term loans		(10,432	)		(8,483	)		19,760
Increase/ (decrease) in due to related parties		47,960			94,890			1,087,539
Increase in payables and accruals		9,163			(20,648	)		481,213
Net cash used in operating activities		(11,126	)		3,180			(1,038,139	)
Cash flow used in investing activities
Property rights acquired for resale		-			-			(375,209	)
Increase in deferred assets		-			-			(12,507	)
Purchase of property and equipment		-			-			(20,238	)
Purchase of investment		-			-			(20,000	)
Net cash used in investment activities		-			-			(427,954	)
Cash flows from financing activities
Issuance of stock		-			-			1,406,600
Wells Fargo Business Line		3,107			-			3,107
Payments made on long term loan		(2,045	)		(4	)		57,426
Net cash used in financing activities		1,062			(4	)		1,467,133
Net increase/ (decrease) in cash	$	(9,135	)	$	3,176			1,040
Cash, beginning of period	$	10,175		$	342
Cash, end of period	$	1,040		$	3,518			1,040

See accompanying notes to the financial statements

F-6

Asia Properties, Inc.

Notes to the Financial Statements

June 30, 2012

(Unaudited)

1.	Basis of Presentation
	The accompanying unaudited interim consolidated financial statements of Asia Properties, Inc. (the “Company” or “Asia Properties”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Asia Properties’ Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the form 10-KSB have been omitted.
	Principles of Consolidation
	The consolidated financial statements include the accounts of Asia Properties Inc. and its 100% owned subsidiary, Asia Properties (HK) Limited that was registered in Hong Kong on November 7, 2007 , after elimination of all significant inter-company accounts and transactions.
2.	Going Concern
	Planned principal activities have begun but Asia Properties has not generated significant revenues to date. The Company had a net loss of $56,888 and had a negative working capital ($1,120,549) and stockholders’ deficit of $495,549 at June 30, 2012. These matters raise substantial doubt about Asia Properties’ ability to continue as a going concern. Continuation of Asia Properties’ existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter include receiving continued financial support from directors and raising additional equity financing in 2012. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3.	Mining Claims
	The Company acquired the Banroy Gold Claim on July 18, 2011, consisting of 16 claims covering an area of 677.52 hectares, being valid for 2 years until June 22, 2013 in La Pause Township, Quebec, Canada.
	On August 29, 2011, The Company entered into a definitive agreement to acquire the 1325 acre King’s Point, North Block Mining Concession, located in Newfoundland, Canada consisting of 53 claims.
4.	Related Party Transactions
	For the six months ended June 30, 2012, Asia Properties accrued $30,000 salary to its CEO. As of June 30, 2012, Asia Properties owed its CEO $902,068 in expense reimbursements, management fees and a note payable in the amount of $10,000 (2011 - $845,036) bearing an interest at 2% per month.
5.	Short-term Loan
	The Company borrowed from Capital One $50,000 in February 2008. Required monthly payments are $1,739. As at June 30, 2012, the loan balance owed to Capital One was $31,339 (2011 - $41,791).

F-7

6.	Line of Credit
	The Company has a revolving business line of credit payable to Wells Fargo Bank. As at June 30, 2012, $49,862 (2011 - $47,872) was due to Wells Fargo Bank.
7.	Commitments
	The Company is committed to pay $100,000 towards mining exploration during the tenure of the King’s Point mining claim option as consideration for the acquisition of mining claims in Canada. The option for this claim was terminated September 26, 2013.
	The Company rents an office in Bellingham Washington and an office in Hong Kong each costs $100 per month for rental.
	Included in Due to Related Party is a promissory note for a total of $10,000 bearing an interest rate of 2% per month.
8.	Subsequent Events
	The Company dropped its option for the King’s Point Claim in October 2013.
	The Company renewed its Banroy Claims in June 2013 for an additional two years, until June 2015. In order to complete the extension process, the Company is required to have its work program report verified and approved by a Quebec listed geologist. The Company is currently seeking such a geologist. It should be noted that there is no assurance that the extension to the claims the company owns will be successfully developed. In addition, the claims are subject to extensions being granted by the local government where the claims reside, there is no assurances that those extensions being the original agreed upon term will be extended. However, management is not aware of anything preventing such extensions from being granted.

F-8

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

Asia Properties, Inc. was established to seek opportunities to invest in real estate and develop resorts in South East Asia. The Company has in July, 2011 restructured itself into a junior mining exploration company.

At the moment, it intends to deploy Asian based capital to develop and acquire mining assets in North America and other favorable mining jurisdictions.

The Company is not highly leveraged and expects to be able to capitalize on suitable possibilities when identified.

Limited Operating History; Need for Additional Capital

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

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

Results of Operations

Revenues

We have not generated any revenues from our operations during the three-month period ended June 30, 2012 or during last two years.

Expenses

We incurred general and administrative expenses of $10,426 for the three-month period ended June 30, 2012 (2011 - $14,622) an decrease of $4,196 or 29%.

Our management fees remained the same at $15,000 for the three-months ended June 30, 2012 as for last year.

We incur professional fees of $298 during the three month ended June 30, 2012 (2011 - $nil).

Liquidity and Capital Resources

As at June 30, 2012, we had cash of $1,040 (2011 - $10,175).

Cash Used in Operating Activities

Net cash used in operating activities was $935, for the three month period ended June 30, 2012 (2011 - $2,658 cash inflow due to related party advances).

Cash Used in Investing Activities

We did not incur any investment costs in the three-month period ended June 30, 2012 or June 30, 2011. Net cash used in investing activities was $427,954 for the period from April 6, 1998 (inception) to June 30, 2012.

Cash from Financing Activities

For the three month period ended June 30, 2012, the Company received $1,062 (2011 - $14) in financing activities. In the six month period ended June 30, 2012, the Company received $1,082 (2011 - $4 in repayments) in financing activities. We have funded our business to date primarily from sales of our common stock but did not issue any common stock during the six month period ended June 30, 2012. There is no assurance that we will be able to achieve further sales of our common stock or any other form of additional financing.

4

Going Concern

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

Future Financing

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

5

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

No stock was sold for valuable consideration during the six months ended June 30, 2012.

Item 3. Defaults Upon Senior Securities.

None.

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

No matters were submitted to our security holders for a vote during the six months ended June 30, 2012.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are attached hereto:

Exhibit No.	Description of Exhibit
10.7	Claim Acquisition Agreement between Asia Properties, Inc. and Banroy Resources dated July 18, 2011
31.1	Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
99.1	Official Claims Certificate No. 87311 issued by the Province of Quebec, Canada dated June 22, 2100
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

6

SIGNATURES

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

ASIA PROPERTIES, INC.

By:	/s/ Daniel Mckinney
	Daniel Mckinney
	Chief Executive Officer
	(Principal Executive Officer and Principal Financial Officer)

Date: August 25, 2014

7

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Mckinney, Chief Executive Officer, certify that:

(1)	I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2012 of Asia Properties, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 25, 2014

/s/ Daniel Mckinney

Daniel Mckinney

Chief Executive Officer

(Principal Executive Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Daniel Mckinney, the Chief Executive Officer of Asia Properties, Inc. hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the report on Form 10-Q of Asia Properties, Inc., for the quarterly period ended June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Asia Properties, Inc..

Date: August 25, 2014

/s/ Daniel Mckinney

Daniel Mckinney

Chief Executive Officer

(Principal Executive Officer)

XML

Going Concern

6 Months Ended

Jun. 30, 2012

Going Concern

Going Concern

2.

Going Concern

Planned principal activities have begun but Asia Properties has not generated significant revenues to date. The Company had a net loss of $56,888 and had a negative working capital ($1,120,549) and stockholders’ deficit of $495,549 at June 30, 2012. These matters raise substantial doubt about Asia Properties’ ability to continue as a going concern. Continuation of Asia Properties’ existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter include receiving continued financial support from directors and raising additional equity financing in 2012. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Basis of Presentation

1.	Basis of Presentation
	The accompanying unaudited interim consolidated financial statements of Asia Properties, Inc. (the “Company” or “Asia Properties”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Asia Properties’ Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the form 10-KSB have been omitted.
	Principles of Consolidation
	The consolidated financial statements include the accounts of Asia Properties Inc. and its 100% owned subsidiary, Asia Properties (HK) Limited that was registered in Hong Kong on November 7, 2007 , after elimination of all significant inter-company accounts and transactions.

XML

Consolidated Balance Sheets (USD $)	Jun. 30, 2012	Dec. 31, 2011
Current
Cash and cash equivalents	$ 1,040	$ 10,175
Total Current Assets	1,040	10,175
Due from related party
Investments	625,000	625,000
Total Assets	626,040	635,175
Current liabilities
Other payables and accrued liabilities	138,300	129,135
Line of Credit	49,862	47,872
Short Term Loans	31,359	41,791
Amount due to Related Parties	902,068	855,036
Total Current liabilities	1,121,589	1,073,834
Stockholders' Deficit
Common stock, $0.001 par value, 200,000,000 shares 38,421,362 issued and outstanding at June 30, 2012 and December 31, 2011	12,148	12,148
Additional paid in capital	3,119,780	3,119,780
Donated Capital	345,000	345,000
Deficit accumulated during the development stage	(3,972,477)	(3,915,587)
Total Stockholders' Deficit	(495,549)	(438,659)
Total liabilities and stockholders' deficit	$ 626,040	$ 635,175

XML

Statements of Stockholders' Deficit (Unaudited) (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005
Statement of Stockholders' Equity [Abstract]
Common stock issued for services, price per share					$ 0.26
Common stock issued for services, price per share					$ 0.50
Common stock issued for properties, price per share	$ 0.05				$ 0.50
Common stock issued for properties, price per share	$ 0.245				$ 1.45
Common stock issued for properties, price per share					$ 2.55
Common stock issued for commission, price per share	$ 0.21
Common stock issued for cash, price per share		$ 0.20	$ 1.00	$ 1.00	$ 0.50
Common stock option exercised price per share				$ 1.00
Stock split			4 for 1

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Commitments (Details Narrtive) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Payment towards mining exploration	$ 100,000
Promissory note	10,000	845,036
Debt instument interest rate	2.00%	2.00%
Bellingha Office [Member]
Monthly rental	100
Washington Office [Member]
Monthly rental	100
Hong Kong Office [Member]
Monthly rental	$ 100

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		6 Months Ended		171 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Cash flows used in operating activities
Net loss	$ (25,723)	$ (29,622)	$ (56,888)	$ (62,579)	$ (3,972,475)
Adjustments to reconcile net loss to net cash used in operating activities
Amortized property rights					97,310
Cancellation of shares issued for property rights					(1,360,000)
Deferred assets amortized					12,507
Depreciation					12,599
Donated management services					345,000
Gain on settlement of debt					(178,307)
Gain on disposal of subsidiary
Investments in mining claims acquired					(652,000)
Investment written off					20,000
Property rights written off					1,637,900
Shares issued for investments acquired					2,500
Shares issued for services received					756,826
Additional paid-in-capital realized on shares issued					606,450
Write down of investment to net realizable value					37,400
Write down of property and equipment					7,639
Changes in operating assets and liabilities
Increase/ (decrease) in short term loans	(5,216)	(4,416)	(10,432)	(8,483)	19,760
Increase/ (decrease) in due to related parties	18,683	39,986	47,960	94,890	1,087,539
(Decrease) Increase in accounts payable and accrued liabilities	11,321	(3,290)	9,163	(20,648)	481,213
Net cash used in operating activities	(935)	2,658	(11,126)	3,180	(1,038,139)
Cash flow used in investing activities
Property rights acquired for resale					(375,209)
Increase in deferred assets					(12,507)
Purchase of property and equipment					(20,238)
Purchase of investment					(20,000)
Net cash used in investment activities					(427,954)
Cash flows from financing activities
Issuance of stock					1,406,600
Wells Fargo Business Line	1,585		3,107		3,107
Payments made on long term loan	(503)	14	(2,045)	(4)	57,426
Advances from related party
Net cash provided by (used in) financing activities	1,082	14	1,062	(4)	1,467,133
Net increase/ (decrease) in cash	147	2,644	(9,135)	3,176	1,040
Cash, beginning of period	893	846	10,175	342
Cash, end of period	$ 1,040	$ 3,518	$ 1,040	$ 3,518	$ 1,040

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	38,421,362	38,421,362
Common stock, shares outstanding	38,421,362	38,421,362

XML

Going Concern (Details Narrative) (USD $)	3 Months Ended			6 Months Ended		12 Months Ended							171 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Jun. 30, 2012	Dec. 31, 2004
Going Concern
Net loss	$ 25,723	$ 31,165	$ 29,622	$ 56,888	$ 62,579	$ 32,957	$ 179,258	$ 114,528	$ 513,977	$ 298,260	$ 252,278	$ 247,792	$ 3,972,475
Negative working capital	(1,120,549)			(1,120,549)									(1,120,549)
Stockholders' equity deficit	$ (495,549)	$ (469,224)		$ (495,549)		$ (438,659)	$ (751,146)	$ (624,388)	$ (474,305)	$ 1,316,867	$ 1,557,377	$ 1,649,655	$ (495,549)	$ (57,953)

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jun. 20, 2014
Document And Entity Information
Entity Registrant Name	ASIA PROPERTIES INC
Entity Central Index Key	0001070789
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,921,362
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

XML

Mining Claims (Details Narrative) (Banroy Gold Claim [Member])	0 Months Ended
	Aug. 29, 2011 acre	Jul. 18, 2011 acre
Banroy Gold Claim [Member]
Number of claim acquire	53	16
Area of land	1,325	677.52
Lease term		2 years
Lease expiration date		Jun. 22, 2013

XML

Consolidated Statements of Comprehensive Loss (Unaudited) (USD $)	3 Months Ended		6 Months Ended		171 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Income Statement [Abstract]
Revenue					$ (46,432)
Operating expenses
General and administrative expenses	10,425	14,622	26,591	32,579	1,858,580
Commission expenses					42,000
Management fees	15,000	15,000	30,000	30,000	1,253,614
Professional fees	298		297		789,766
Consulting fees					183,761
Total operating expenses	25,723	29,622	56,888	62,579	4,127,720
Loss from operations	(25,723)	(29,622)	(56,888)	(62,579)	(4,174,152)
Interest income					3,294
Disposal of subsidiary					27,120
Gain on settlement of debt					178,307
Income taxes recovered					595
Write-down of property and equipment					(7,639)
Net Comprehensive Loss	$ (25,723)	$ (29,622)	$ (56,888)	$ (62,579)	$ (3,972,475)
Weighted average number of shares outstanding -basic and diluted			38,421,362	35,527,992
basic and diluted loss per share			$ (0.0015)	$ (0.0018)

XML

Short-Term Loan

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Short-Term Loan

5.	Short-term Loan
	The Company borrowed from Capital One $50,000 in February 2008. Required monthly payments are $1,739. As at June 30, 2012, the loan balance owed to Capital One was $31,339 (2011 - $41,791).

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

4.	Related Party Transactions
	For the six months ended June 30, 2012, Asia Properties accrued $30,000 salary to its CEO. As of June 30, 2012, Asia Properties owed its CEO $902,068 in expense reimbursements, management fees and a note payable in the amount of $10,000 (2011 - $845,036) bearing an interest at 2% per month.

XML

Related Party Transactions (Details Narrative) (USD $)			6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 CEO [Member]
Unpaid management fees			$ 30,000
Due to Related Party	902,068	855,036
Note payable	$ 10,000	$ 845,036
Debt instument interest rate	2.00%	2.00%

XML

Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

8.	Subsequent Events
	The Company dropped its option for the King’s Point Claim in October 2013.
	The Company renewed its Banroy Claims in June 2013 for an additional two years, until June 2015. In order to complete the extension process, the Company is required to have its work program report verified and approved by a Quebec listed geologist. The Company is currently seeking such a geologist. It should be noted that there is no assurance that the extension to the claims the company owns will be successfully developed. In addition, the claims are subject to extensions being granted by the local government where the claims reside, there is no assurances that those extensions being the original agreed upon term will be extended. However, management is not aware of anything preventing such extensions from being granted.

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Line of Credit

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Line of Credit

6.	Line of Credit
	The Company has a revolving business line of credit payable to Wells Fargo Bank. As at June 30, 2012, $49,862 (2011 - $47,872) was due to Wells Fargo Bank.

XML

Commitments

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments

7.	Commitments
	The Company is committed to pay $100,000 towards mining exploration during the tenure of the King’s Point mining claim option as consideration for the acquisition of mining claims in Canada. The option for this claim was terminated September 26, 2013.
	The Company rents an office in Bellingham Washington and an office in Hong Kong each costs $100 per month for rental.
	Included in Due to Related Party is a promissory note for a total of $10,000 bearing an interest rate of 2% per month.

XML

Basis of Presentation (Details Narrative) (Asia Properties (HK) [Member])	Nov. 07, 2007
Asia Properties (HK) [Member]
Percentage of owned subsidiary interest	100.00%

XML

Line of Credit (Details Narrative) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Debt Disclosure [Abstract]
Line of credit	$ 49,862	$ 47,872

XML

Statements of Stockholders' Deficit (Unaudited) (USD $)	Common Stock [Member]	Additional Paid In Capital [Member]	Donated Capital [Member]	Deficit [Member]	Total
Balance at Dec. 31, 2004	$ 7,519	$ 1,729,509	$ 270,000	$ (2,064,981)	$ (57,953)
Balance, shares at Dec. 31, 2004	30,076,112
Issued for services	40	10,360			10,400
Issued for services, shares	40,000
Issued for services	50	24,950			25,000
Issued for services, shares	160,000
Issued for properties	600	299,400			300,000
Issued for properties, shares	200,000
Issued for properties	45	159,955			160,000
Issued for properties, shares	2,400,000
Issued for properties	350	899,650			900,000
Issued for properties, shares	180,000
Issued for cash	1,050	523,950			525,000
Issued for cash, shares	1,400,000
Finders fee paid		(25,000)			(25,000)
Finders fee paid, shares	4,200,000
Donated capital			60,000		60,000
Net loss for the period				(247,792)	(247,792)
Balance at Dec. 31, 2005	9,654	3,622,774	330,000	(2,312,773)	1,649,655
Balance, shares at Dec. 31, 2005	38,616,112
Option exercised for cash at $1.00 per share	40	39,960			40,000
Option exercised for cash at $1.00 per share, shares	160,000
Issued for cash	105	104,895			105,000
Issued for cash, shares	420,000
Donated capital			15,000		15,000
Net loss for the period				(252,278)	(252,278)
Balance at Dec. 31, 2006	9,799	3,767,629	345,000	(2,565,051)	1,557,377
Balance, shares at Dec. 31, 2006	39,196,112
Issued for cash	55	54,945			55,000
Issued for cash, shares	220,000
Finders fee paid	3	2,747			2,750
Finders fee paid, shares	11,000
Net loss for the period				(298,260)	(298,260)
Balance at Dec. 31, 2007	9,857	3,825,321	345,000	(2,863,311)	1,316,867
Balance, shares at Dec. 31, 2007	39,115,112
Issued for cash	225	44,775			45,000
Issued for cash, shares	225,000
Finders fee paid	11	2,239			2,250
Finders fee paid, shares	11,250
Cancelled due to unsuccessful transfer of property rights	(985)	(1,323,460)			(1,324,445)
Cancelled due to unsuccessful transfer of property rights, shares	(3,940,000)
Net loss for the period				(513,977)	(513,977)
Balance at Dec. 31, 2008	9,108	2,548,875	345,000	(3,377,288)	(474,305)
Balance, shares at Dec. 31, 2008	35,411,362
Cancelled due to unsuccessful transfer of property rights	(10)	(35,545)			(35,555)
Cancelled due to unsuccessful transfer of property rights, shares	(40,000)
Net loss for the period				(114,528)	(114,528)
Balance at Dec. 31, 2009	9,098	2,513,330	345,000	(3,491,816)	(624,388)
Balance, shares at Dec. 31, 2009	35,371,362
Issued for services	350	52,150			52,500
Issued for services, shares	350,000
Net loss for the period				(179,258)	(179,258)
Balance at Dec. 31, 2010	9,448	2,565,480	345,000	(3,671,074)	(751,146)
Balance, shares at Dec. 31, 2010	35,721,362
Issued for properties	500	24,500			25,000
Issued for properties, shares	500,000
Issued for properties	2,000	488,000			490,000
Issued for properties, shares	2,000,000
Issued for commission	200	41,800			42,000
Issued for commission, shares	200,000
Net comprehensive loss for the year				(244,512)	(244,512)
Net loss for the period				(32,957)	(32,957)
Balance at Dec. 31, 2011	12,148	3,119,780	345,000	(3,915,587)	(438,659)
Balance, shares at Dec. 31, 2011	38,421,362
Net loss for the period				(31,165)	(31,165)
Balance at Mar. 31, 2012	12,148	3,119,780	345,000	(3,946,752)	(469,224)
Balance, shares at Mar. 31, 2012	38,421,362
Net loss for the period				(25,723)	(25,723)
Balance at Jun. 30, 2012	$ 12,148	$ 3,119,780	$ 345,000	$ (3,972,475)	$ (495,549)
Balance, shares at Jun. 30, 2012	38,421,362

XML

Mining Claims

6 Months Ended

Jun. 30, 2012

Mining Claims

Mining Claims

3.	Mining Claims
	The Company acquired the Banroy Gold Claim on July 18, 2011, consisting of 16 claims covering an area of 677.52 hectares, being valid for 2 years until June 22, 2013 in La Pause Township, Quebec, Canada.
	On August 29, 2011, The Company entered into a definitive agreement to acquire the 1325 acre King’s Point, North Block Mining Concession, located in Newfoundland, Canada consisting of 53 claims.

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Short-Term Loan (Details Narrative) (USD $)	1 Months Ended
	Feb. 28, 2008	Jun. 30, 2012	Dec. 31, 2011
Debt Disclosure [Abstract]
Proceeds from shot term loan	$ 50,000
Repayment of loan	1,739
Short term loan		$ 31,339	$ 41,791