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 endedSeptember 30, 2015

OR

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

Commission file numberFile Number:000-51048

ASIA PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

(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.

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 September 30, 2015,October 2, 2017, the issuer had1,017,199,362 1,617,199,362 shares of common stock outstanding.

ASIA PROPERTIES, INC.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2015March 31, 2016

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended September 30, 2015March 31, 2016 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.

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2015MARCH 31, 2016

PART I - FINANCIAL INFORMATION

FINANCIAL INFORMATION

ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASIA PROPERTIES, INC.

CONDENSED CONSOLIDATED BALANCE
BALANCES SHEETS

AS OF SEPTEMBER 30, 2015MARCH 31, 2016 AND DECEMBER 31, 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)2015

Subsequent Event (Note 6)

See accompanying notes to the condensed consolidatedunaudited financial statements.

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATEDUNAUDITED STATEMENTS OF OPERATIONSCOMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2016 AND 2015 AND 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

See accompanying notes to the condensed consolidatedunaudited financial statements.

ASIA PROPERTIES, INC.INC.

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS’ EQUITYDEFICIENCY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(Currency express in United States Dollars (“US$”), except for number of shares)

(Unaudited)FROM DECEMBER 31, 2014 THROUGH MARCH 31, 2016

*In addition, 950 million Restricted Common Shares were issued and held in Escrow in relation to the pending transaction as disclosed in Note 5.

See accompanying notes to the condensed consolidatedunaudited financial statements.

ASIA PROPERTIES, INC.

CONDENSED CONSOLIDATEDUNAUDITED STATEMENTS OF CASH FLOWS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2016 AND 2015 AND 2014FOR THE PERIOD

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

See accompanying notes to the condensed consolidatedunaudited financial statements.

ASIA PROPERTIES, INC.Asia Properties, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNotes to the Financial Statements

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the Three Months ended March 31, 2016 (Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”),1. Organization, Development Stage and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2014 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014.

NOTE 2 – ORGANIZATION AND BACKGROUNDGoing Concern

Asia Properties, Inc. (“ASPZ” or “the Company”(the “Company”) was incorporated in Nevada, the StateUnited States of NevadaAmerica on April 6, 1998. The CompanyOur management intends to seek opportunities to invest in real estate through its subsidiary, Asia Properties (HK) Limited, which incorporated in Hong Kong on November 7, 2007. For the nine months ended September 30, 2015, theestate. The Company currently does not hold any material property interests.

NOTE 3 – GOING CONCERN UNCERTAINTIES

These condensed consolidated financial statements have been prepared assuming thaton the Company will continue asbasis of a going concern, which contemplates the realization of assets and the dischargesettlement of liabilities in the normal course of business forbusiness. The Company is in the foreseeable future.

Asdevelopment stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future loses are anticipated as the Company has not yet been able to generate revenue. In addition, as of September 30,December 31, 2015, the Company has suffered accumulated deficits of $5,166,610 from prior years anda working capital deficiency of $277,861 (2014 -$1,333,539) and an accumulated deficit of $192,981.$6,013,689 (2014 -$5,049,367). The continuation of the Company as a going concern is dependent upon the continuing financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet its obligations.

These factors raise substantial doubt about the Company’s ability to continue, as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These condensed consolidatedThe accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result inmight be necessary if the Company not being ableis unable to continue as a going concern. Such adjustment could be material.

NOTE 4 – SIGNIFICANT ACCOUNTING POLICIES2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements reflectof the application of certain significantCompany have been prepared in accordance with accounting policies as described in this note and elsewhereprinciples generally accepted in the accompanying condensed consolidated financial statementsUnited States of America (“US GAAP”) and notes.

ASIA PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Currencyare expressed in United States Dollarsdollars (“US$”USD”), except for number of shares)

(Unaudited)

Basis of consolidation.

The condensed consolidated financial statements include the financial statementsaccounts of ASPZthe Company and its wholly-owned subsidiary, Asia Properties (HK) Limited. All inter-company balancesSignificant intercompany accounts and transactions betweenhave been eliminated.

On January 2, 2015, the Company disposed of all its shares of Asia Properties (HK) Limited at $nil. As the subsidiary was inactive and its subsidiarydid not have been eliminated upon consolidation.any net assets on the date of disposal, this transaction did not have any financial impact.

Use of estimatesEstimates

In preparing these condensed consolidatedthe financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities inand disclosure of contingent assets and liabilities at the balance sheetdates of the financial statements and revenuesthe reported amounts of revenue and expenses during the periods reported.reporting periods. Actual results maycould differ from those estimates. The significant areas requiring the use of management estimates are related to the accrued liabilities. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.

Cash and cash equivalentsCash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions andThe Company considers all highly liquid investments purchases with an original maturitymaturities of three months or less to be cash equivalents. At March 31, 2016 and December 31, 2015, the Company had $903 and $842 in cash respectively. The Company did not have any cash equivalents as of the purchase date of such investments.March 31, 2016 and December 31, 2015.

Income taxesAsia Properties, Inc.

Notes to the Financial Statements

For the Three Months ended March 31, 2016 (Unaudited)

(Stated in US Dollars)

2. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company accounts for income taxes are determined in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferredtiming differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amountsamount of existing assets and liabilities for financial reporting purposes and their respectivethe amounts used for income tax basis.purposes. Deferred tax assets and liabilities are measured using the enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoveredrecoverable or settled. AnyThe effect on deferred tax assets and liabilities of a change in tax rates is recognized inas income or expense in the period that includesof the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertainchange. A valuation allowance is established, when necessary, to reduce deferred income tax positions taken or expectedassets to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when itamount that is more likely than not the position willto be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.realized.

Net loss per shareAsia Properties, Inc.

Notes to the Financial Statements

For the Three Months ended March 31, 2016 (Unaudited)

(Stated in US Dollars)

2. Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, and accounts payable and accrued liabilities. The Company’s cash, which is carried at fair value, is classified as a Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk

Earnings (Loss) Per Share

The Company calculates net losshas adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share in accordance with ASC Topic 260,“Earnings per Share.” Basic loss per shareincludes no dilution and is computed by dividing the net income or loss available to common stockholders by the weighted-averageweighted average number of common shares outstanding duringfor the period. Diluted lossearnings per share is computed similar to basic lossreflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share except that the denominatorexclude all potentially dilutive shares if their effect is increased to include the number of additional commonanti-dilutive. There were no potentially dilutive shares that would have been outstanding if the potential common stock equivalents had been issuedas at March 31, 2016 and if the additional common shares were dilutive.December 31, 2015.

Foreign Currency Translation

Foreign currencies translation

Transactions denominated in currencies other than theThe functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. MonetaryCompany is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in currencies other than the functional currencyCanadian dollars are translatedremeasured into the functional currency using the applicableU.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the periods ended March 31, 2016 and December 31, 2015, substantially all cash expenses were transacted in U.S. dollars.

Asia Properties, Inc.

Notes to the Financial Statements

For the Three Months ended March 31, 2016 (Unaudited)

(Stated in US Dollars)

2. Summary of Significant Accounting Policies (continued)

Share-Based Payments

The resulting exchange differences are recordedCompany accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations.operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

ASIA PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)Comprehensive (Loss)

ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The net loss is equivalent to the comprehensive loss for the periods presented.

Related partiesAsia Properties, Inc.

Notes to the Financial Statements

For the Three Months ended March 31, 2016

Recent Accounting Pronouncements

Parties, which can be a corporation or individual, are consideredThe Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be related ifrecognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on financial position and/or results of operations.

On January 1, 2016, the Company hasadopted the ability, directly or indirectly, to controlaccounting pronouncement issued by the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Recent accounting pronouncements

FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the conceptrequirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of a development stage entity (DSE) entirely from current accounting guidance.the adjustment. The Company has elected adoption of this standard, whichpronouncement did not have a material impact on the financial position and/or results of operations.

On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the financial position and/or results of operations.

In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the designationrequirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of DSEsthe underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the requirement to discloseadoption will not have a material impact on the financial position and/or results of operations and cash flows since inception.operations.

3. Line of Credit

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believea revolving credit facility with Wells Fargo for a maximum business line amount of $62,500. Interest is charged at 12.75% annually. As at March 31, 2016, the future adoption of any such pronouncements may be expectedbalance amounted to cause a material impact on its financial condition or the results of its operations.

NOTE 5 – REVOLVING LINE OF CREDIT

In February 2007, the Company obtained a revolving$52,252 (December 31, 2015 - $50,310). The line of credit from Wells Fargo & Company for a maximum amount of $50,000 with interest charged at a fixed rate of 12.75% per annum and is secured personally guaranteed by a shareholder of the Company. This shareholder was also the former director and Chief Executive Office of the Company.

As of September 30, 2015, the outstanding balance of the revolving line of credit was $47,169.4. Common Stock

The aggregate interest expensefollowing table summarizes common stock issuances for the threeyears ended as of December 31, 2015 and nine months ended September 30, 2015 were $3,916 and $7,559, respectively.2014:

The aggregate interest expense for the three and nine months ended September 30, 2014 were $1,573 and $6,080 respectively.

NOTE 6 – AMOUNT DUE TO A FORMER DIRECTOR

On January 1, 2015, the Company fully settled the amount due to a former directorCompany’s authorized capital consists of the Company in amounted to $1,257,801 by issuing 24,000,0002,000,000,000 shares of the Company’s common stock at $0.052 per share.

NOTE 7 – COMMON STOCK

On January 1,stock. At December 31, 2015, the Company issued 24,000,000there were 1,017,199,362 shares of common stock to settle a debtissued and outstanding (December 31, 2014 - 43,199,362 shares) comprising of $1,257,801 owed to a former director of the Company.

On January 13, 2015, the Company issued982,186,650 restricted shares, including 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets. The acquisition has not yet closed onassets, as disclosed above and 35,012,712 non-restricted shares (2014: 3,609,650 restricted shares and 39,589,712 non-restricted shares). These restricted shares will be available for sale under Rule 144 of the dateSecurities Act of this filing and1933, as amended, when the shares are held in escrow.

ASIA PROPERTIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Currency expressed in United States Dollars (“US$”), except for numberconditions of shares)

(Unaudited)

As of September 30, 2015, there are 1,017,199,362 shares of common stock issued and outstanding.Rule 144 have been met.

NOTE 8 – COMMON STOCK SUBSCRIPTION RECEIVABLE5. Pending Transaction

On January 6, 2015, the Company entered intosigned a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”), a company incorporatedregistered in the British Virgin Islands. Pursuant to the Agreement, the Company has agreed to issue a total of 950 million restricted common shares of the Company to the shareholders of AITL in paymentexchange of US$1.9 billion reflecting the value100% of the rights, titlesshares of AITL and interestsall of its assets.

As per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets to be acquired and audit of the financial position.

The Company issued 950,000,000 shares, which are held in escrow. The transaction has not yet been closed, pending completion of the above closing conditions. Upon closing, the transaction will be recorded in accordance with the guidance provided under ASC Topic 805 - Business Combination.

6. Subsequent Events

Effective April 14, 2017, the Company has executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets Sino King Management Limited, (“SKML”) a company incorporated under the laws of British Virgin Islands. Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted common shares of the Company to acquire 100% of the shares and assets of SKML.

Additionally, at the Closing, ASPZ shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the business assetsname or names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and all attendant or related assets of AITL. In addition,Exchange Act.

The Agreement further states that both parties have agreedParties agree that all shares issued, pursuant to the terms and conditions of the Agreement, shall be issued as soon as practicable following the signing of the Agreement, but all shares so issuedagreement, shall be held in escrow until all terms and conditions are met. This share issuance would constitute a change of control.

Pursuant to the Agreement, AITL has agreed to deliver to the Company (i) duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and (ii) an asset valuation report prepares by an independent third-party valuator on or before January 15, 2015. AITL is also required to provide the Company with its full and up-to-date audited financial statements which prepare by a qualified Public Company Accounting Oversight Board auditor.

As of the date of this filing, the various terms and conditions of the Agreement have not been met, therefore, all the 950 million restricted common shares issued to the shareholders of AITL remain in escrow and shall be deemed to be in the full control of Asia Properties, Inc. until the Company.

Due to the delay in receiving the required documents (i) the duly authorized and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets, (ii) assets valuation report, and (iii) the audited financial statements of AITL, the Sale and Purchase Agreement between the Company and the shareholders of AITL has not yet closed and a change of control has not yet been affected. The management of the Company and AITL is expected to complete this transaction in the first quarter of 2016 or upon the availability of the asset valuation report and audited financial statements of AITL.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company leases a virtual office in Hong Kong on a monthly basis with rental of $77 per month.

The Company rents an office in Bellingham, Washington which costs $100 per month on a month to month basis.

Aggregate rent expenses for the three months ended September 30, 2015 and 2014 were $533 and $237, respectively.

Aggregate rent expenses for the nine months ended September 30, 2015 and 2014 were $1,600 and $703, respectively.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2015 up through the date was the Company presented this condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.Closing.

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

Asia Properties, Inc. (“ASPZ” or the “Company”) was originally established to seek opportunities to invest in real estate and develop resorts in South East Asia. On January 6, 2015, Asia Properties, Inc. changed its business plan and executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100%This section of the sharesreport includes a number of forward-looking statements that reflect our current views with respect to future events and assets of Asia Innovation Technology Limited (“AITL”), a Hong Kong based, resource-recycling company. Pursuantfinancial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in payment of the US$1.9 billion reflecting the reported value of the rights, titles and interests in the business assets and all attendant or related assets of AITL.

Pursuant to the Agreement, AITL is to deliver to ASPZ, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and an asset valuation by a third-party valuator. Additionally, the Agreement states that both Parties have agreed that all shares so issued will be held in escrow by the Company and shall be in the full control of the Company until the Closing.

Asfuture events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this filing,report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a development stage Company and have not yet generated or realized any revenues from our current business operations. We are not going to buy or sell any plant or significant equipment during the Company hasnext twelve months. We will not received the required third-party valuation. Therefore, the shares issuedconduct any product research or development. We do not expect significant changes in the namesnumber of the AITL shareholders remain in the control of the Company. AITL is also required to provide the Company with audited financial statements prepared by a qualified PCAOB auditor. However, the Company has not yet received the required audited financial statements from AITL.employees.

DueOur specific goal is to the delay in receiving the final required third-party valuationidentify and the audited financial statements for AITL, the Sale and Purchase Agreement between the Company and Asia Innovation Technology Limited has not closed and a change of control has not yet been affected.secure profitable investment opportunities.

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.

Critical Accounting Policies and Estimates

We will require additional financing to cover our costs that we expect to incur overdid not generate revenues from operations in 2015 or 2014. We have recognized losses from operations, and 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 formforegoing discussion 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. Inoperation is based in part on our financial statements. These have been prepared in accordance with accounting principles generally accepted in the absenceUnited States of such financing, we will not be ableAmerica. (“US GAAP”) The preparation of financial statements in conformity with US GAAP requires management to continuemake 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and critical accounting policies that are most important in fully understanding and evaluating our business plan will fail.financial statements and results of operations are discussed below.

Results of Operations

Comparison of the Three Months Ended September 30, 2015 and 2014

Revenues

We haveThe Company has not generated any revenues from our operations during the three monthsthree-month period ended September 30, 2015 and 2014.March 31, 2016 or during last two years.

Operating Expenses

General and administrative expenses mainly consist of management fees, professional fees and consulting fees.

WeDuring the three month period ended March 31, 2016, the Company incurred general and administrative expenses of $10,678$3,249 (2014 - $25,263), professional fees of $0 (2015 - $12,814), and $47,752 for the three months period ended September 30,consulting fees of $0 (December 31, 2015 and 2014, respectively with a decrease of $37,074 or 78%- $48,700). The decrease was mainly attributed to the decrease in management fees.

Other Expense

We incurred interest expense of $3,916 and $1,573 for the three months period ended September 30, 2015 and 2014, respectively, with an increase of $2,343 or 149%.

Net loss

Net loss for the three months period ended September 30, 2015 was $14,594, a decrease in loss of $34,731 or 70% from a loss of $49,325 for the comparable period in 2014. The decrease in loss was primarily due to the decrease in general and administrative expenses discussed above.

Comparison of the Nine Months Ended September 30, 2015 and 2014

Revenues

We have not generated any revenues from our operations during the nine months period ended September 30, 2015 and 2014.

Operating Expenses

We incurred general and administrative expenses of $109,684 and $96,737 for the nine months period ended September 30, 2015 and 2014, respectively with an increase of $12,947 or 13%. The increase was mainly attributed to the increase in consultancy fees.

Other Expense

We incurred interest expense of $7,559 and $6,080 for the nine months period ended September 30, 2015 and 2014, respectively, with an increase of $1,479 or 24%.

Net loss

Net loss for the nine months period ended September 30, 2015 was $117,243, an increase in loss of $14,426 or 14% from a loss of $102,817 for the comparable period in 2014. The increase in loss was primarily due to the increase in general and administrative expenses discussed above.

Liquidity and Capital Resources

As of September 30, 2015 and 2014,at March 31, 2016, we had cash of $3,766 and $777, respectively.$903 ( December 31, 2015 - $842).

Net Cash Provided by (Used in)Used in Operating Activities

Net cash providedused by operating activities was $1,880 for the nine monthsthree-month period ended September 30, 2015 was $1,249, an increase of $73,215 or 102% from cash used in operating activities of $71,966 forMarch 31, 2016. For the comparablesame period in 2014. This increase2015, there was primarily attributable to the increase in other payables and accrued liabilities.net cash provided of $244..

Net Cash Used in Investing Activities

WeThe Company did not useincur any cashinvestment costs in investing activities for the nine monthsthree-month period ended September 30, 2015 and 2014.March 31, 2016,

Net Cash (Used in) Provided byfrom Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2015 was $319, a decrease of $67,587 or 100%, from net cash provided by financing activities of $67,268 for the comparable period in 2014. The decrease in cash used in financing activities was primarily attributable to the advances from a former director of the Company of $71,106 for the nine months ended September 30, 2014, while there was only a repayment of revolving line of credit of $319 for the nine months ended September 30, 2015.

We havehas funded our businessoperations, to date, primarily from sales of our common stock but did not issuereceive any common stockfunds from the issuance of shares during the nine month periodthree months ended September 30, 2015.March 31, 2016. There isare no assuranceassurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

Non-cash transactions

On January 1, 2015, the Company fully settled the amount due to a former director of the Company in amounted to $1,257,801 by issuing 24,000,000 shares of the Company’s common stock at $0.052 per share.

On January 13, 2015, the Company issued 950,000,000 restricted shares for the purchase of 100% shares of Asia Innovation Technology Limited and its assets in payment of US$1.9 billion reflecting the value of the rights, titles and interests in the business assets and all attendant or related assets of AITL. The acquisition has not yet closed on the date of this filing and the shares are held in escrow and in full control of the Company.

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 haveAsia Properties has not generated significant revenues to date. The Company had a negative working capital of $281,110 and a negative stockholders’ equity of $281,110 at March 31, 2016. These matters raise 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 2016. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 noThe Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements that have or are reasonably likely to have a currentother contractually narrow 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.limited purposes.

Contractual Obligations

As of September 30, 2015, the Company has no contractual obligations involved.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintainThe Company maintains 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 usthe Company in reports we fileit files or submitsubmits 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 the Company’s management, including the ourCompany’s Chief Executive Officer/Chief Financial Officer, (as our chief executive officer and chief financial officer),as appropriate, 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 ourits Chief Executive Officer/Chief Financial 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, ourthe Company’s Chief Executive Officer/Chief Financial Officer concluded that these controls are not effective because there areis a material weaknessesweakness 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 ourof the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

ChangesThe material weakness identified is that all of the Company’s accounting functions, including the preparation of audit and financial statements are carried out and reviewed by our Chief Executive Officer/Chief Financial Officer. The Company does not have a separate audit committee at this time. The lack of accounting staff results in Internal Control Over Financial Reportinga lack of segregation of duties and technical accounting experience necessary for an effective internal control system.

DuringThe Company recognizes the period coveredimportance of internal controls. As the Company is currently a development stage company with limited ongoing financial operations, in an effort to mitigate this material weakness to the fullest extent possible, at present the Chief Executive Officer reviews the Company’s financial information and reports for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As the Company grows in size and as its finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed 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.consultant.

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 ninethree months ended September 30, 2015.March 31, 2016.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.Submission of Matters to a Vote of Security Holders.

Not applicable.No matters were submitted to our security holders for a vote during the three months ended March 31, 2016.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are attached hereto:

* Filed herewith.

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.

Date: November 9, 2015