RYVYL Inc. - Quarter Report: 2009 September (Form 10-Q)

asapexpo093009.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report under section 13 or 15(d) of the Securities Exchange Act

of 1934 for the quarterly period ended September 30, 2009

o Transition report under section 13 or 15(d) of the Securities Exchange Act

of 1934 for the transition period from to

Commission file number 001-51554

ASAP EXPO, INC.

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

Nevada	22-3962936
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


10501 Valley Blvd, Suite 1880, El Monte, CA	91731
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number (626) 279-1800

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

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

Number of shares outstanding of the issuer's classes of common equity, as of September 30, 2009: 8,704,669 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes o No x

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TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION

	ITEM 1. FINANCIAL STATEMENTS

		Condensed Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008	3

		Condensed Statements of Operations for the three and nine Months Ended September 30, 2009 and 2008 (unaudited)	4

		Condensed Statements of Cash Flows for the nine Months Ended September 30, 2009 and 2008 (unaudited)	5

		Notes to Condensed Financial Statements(unaudited)	6

	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION		12

	ITEM 3. CONTROLS AND PROCEDURES		18

PART II - OTHER INFORMATION			18

	ITEM 1. LEGAL PROCEEDINGS		18

	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		18

	ITEM 3. DEFAULTS UPON SENIOR SECURITIES		18

	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		18

	ITEM 5. OTHER INFORMATION		18

	ITEM 6. EXHIBITS		18

SIGNATURES			19

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASAP EXPO, INC.
BALANCE SHEETS

	September 30,			December 31,
	2009			2008
	(Unaudited)

ASSETS
Current Assets
Cash	$	40,871			12,312
Prepaid expenses and other receivables		3,238			126,703
Prepaid income taxes		5,337			-
Due from affiliated companies		118,345			-
Total Current Assets		167,791			139,015

Property and equipment, net		53,693			64,431

Security deposit		2,200			-

Total Assets	$	223,684		$	203,446

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	33,579			68,198
Deferred Revenue		500,000			6,215
Capitalized Lease, current		13,595			13,151
Due to affiliated company		-			10,268
Total Current Liabilities		547,174			97,832

Long-term Liabilities
Capitalized Lease, noncurrent		41,075			50,213
Line of credit, officers		983,397			1,190,290
Total Long-term Liabilities		1,024,472			1,240,503

Commitments and contingencies

Stockholders' Deficit
Common stock, $.001 par value, 45,000,000 shares authorized,
8,704,669 shares issued and outstanding at September 30, 2009 and December 31, 2008		8,705			8,705
Capital deficiency		(1,126,292	)		(1,126,292	)
Accumulated deficit		(230,375	)		(17,302	)
Total Stockholders' Deficit		(1,347,962	)		(1,134,889	)

Total Liabilities and Stockholders' Deficit	$	223,684		$	203,446

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008

Revenues:
Transaction apparel sales	$	-		$	-		$	-		$	7,059
Tradeshow revenue		49,234			357,663			112,853			617,905
Consulting fee		-			-			76,489			-
Total revenues		49,234			357,663			189,342			624,964

Operating expenses:
Cost of transaction sales		-			-			-			5,765
General and administrative		(34,673	)		317,422			145,431			676,988
Payroll and related benefits		73,474			48,416			177,270			133,385
Total operating expenses		38,801			365,837			322,701			816,137

Loss from operations		10,433			(8,174	)		(133,359	)		(191,173	)

Other Income (Expense)
Other income		86			-			186			-
Interest expense		(25,575	)		(34,121	)		(78,202	)		(106,212	)
Total other Income (Expense)		(25,489	)		(34,121	)		(78,016	)		(106,212	)

Loss before income taxes		(15,056	)		(42,295	)		(211,375	)		(297,385	)
Income taxes		-			-			1,698			-

Net loss		(15,056	)		(42,295	)	$	(213,073	)		(297,385	)

Net loss per common share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.03	)

Weighted average common shares outstanding
Basic and diluted		8,704,669			8,704,669			8,704,669			8,704,669

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Nine Months Ended September 30,
	2009			2008
Cash flows from operating activities:
Net loss	$	(213,073	)	$	(297,385	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense		10,738			-
Changes in operating assets and liabilities:
Prepaid expenses and other receivables		123,466			934
Security deposit		(2,200	)		-
Prepaid income taxes		(5,337	)		-
Accounts payable and accrued expenses		(34,619	)		87,942
Deferred revenues		493,785			(50,603	)

Net cash used in operating activities		372,760			(259,112	)

Cash flows from investing activities:
Advance to affiliated companies		(128,613	)		-
Payment from affiliated company		-			196,353

Net cash provided by (Used in) investing activities		(128,613	)		196,353

Cash flows from financing activities:
Payments on capital lease		(8,694	)		-
Proceeds from borrowings on line-of-credit from officers		513,000			768,461
Repayments of borrowings on line-of-credit from officers		(719,894	)		(708,984	)

Net cash provided by financing activities		(215,588	)		59,477

Net (decrease) increase in cash		28,559			(3,282	)

Cash, beginning of period		12,312			26,758

Cash, end of period	$	40,871		$	23,476

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	119,558		$	98,516
Income taxes	$	7,035		$	-

The accompanying notes are an integral part of financial statements.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

ASAP Expo, Inc. (“ASAP Expo” or the “Company”) was incorporated on April 10, 2007 under the laws of the State of Nevada.

Prior to December 31, 2008, ASAP Expo was a wholly owned subsidiary of China Yili Petroleum Company, a Nevada corporation (“China Yili”), formerly named ASAP Show, Inc (“ASAP”).

On August 13, 2007 ASAP acquired the outstanding capital stock of Sino-American Petroleum Group, Inc., a Delaware corporation (“Sino-American Petroleum”) (the “Merger”), through the issuance of Series A Convertible Preferred Stock to the shareholders of Sino-American Petroleum. Sino-American Petroleum is a holding company that owns all of the registered capital of Tongliao Yili Asphalt Co. (“Yili Asphalt”), a corporation organized under the laws of The People’s Republic of China. On October 22, 2007, ASAP Show changed its corporate name to China Yili Petroleum Company.

Prior to the Merger, ASAP assigned all of its pre-Merger business and assets to ASAP Expo and ASAP Expo assumed responsibility for all of the liabilities of ASAP that existed prior to the Merger. On May 24, 2007 ASAP Expo entered into an Assignment and Assumption and Management Agreement with ASAP and Frank Yuan whereby ASAP Expo acquired the operations of ASAP by the assignment and transfer all of the assets and liabilities of ASAP to ASAP Expo (the “Agreement”).

On December 31, 2008, China Yili declared a dividend of 100% of the outstanding shares of ASAP Expo to its shareholders prior to the Merger. The dividend declaration caused ASAP Expo to spin-off from China Yili.

The Apparel Sourcing Association Pavilion Trade Show ("ASAP Show") is the core business of ASAP Expo. ASAP Show is a global apparel and textile sourcing show that brings leading manufacturers from around the world to one venue to meet, greet and sell to buyers. The ASAP Show is held twice a year in Las Vegas, Nevada.

ASAP Expo also acts as a consultant for international brands to enter the China market. For this service, ASAP Expo charges the international brands a consultant fee. The fee is based upon hours serviced and an upfront retainer fee. It assists international brands to find a “master licensee” in China who will take their brand name and sell the products. ASAP Expo also receives a portion of royalty revenue from the brand for sales above and beyond a pre-specified minimum guarantee. Sales of products can be through all retail channels including web, retail store boutique shops, department store corner locations, or mail order.

In addition, ASAP Expo provides advisory services for companies wanting to become publicly traded and raise capital in the United States or Europe.

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the nine-month period ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

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GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

At September 30, 2009, the Company has a capital deficiency of approximately $1,126,292 resulted from the accumulated deficit of its parent company that was transferred to the Company according to the Agreement, negative working capital of approximately $379,383 and a lack of profitable operating history. The Company hopes to increase revenues from its trade shows and consultation business. In the absence of significant increases in revenues, the Company intends to fund operations through additional debt and equity financing arrangements. The successful outcome of future activities cannot be determined at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

The Company's success is dependent upon numerous items, certain of which are the successful growth of revenues from its products and services and its ability to obtain new customers/exhibitors in order to achieve levels of revenues adequate to support the Company's current and future cost structure, for which there is no assurance. Unanticipated problems, expenses, and delays are frequently encountered in establishing and maintaining profitable operations. These include, but are not limited to, competition, the need to develop customer support capabilities and market expertise, technical difficulties, market acceptance and sales and marketing. The failure of the Company to meet any of these conditions could have a materially adverse effect on the Company and may force the Company to reduce or curtail operations. No assurance can be given that the Company can achieve or maintain profitable operations.

The Company believes it will have adequate cash to sustain operations until it achieves sustained profitability. However, until the Company has a history of maintaining revenue levels sufficient to support its operations and repay its working capital deficit, the Company may require additional financing. Sources of financing could include capital infusions, additional equity financing or debt offerings. There can be no assurance that funding will be available on acceptable terms, if at all, or that such funds, if raised, would enable the Company to achieve or sustain profitable operations.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the classification of liabilities that might result from the outcome of these uncertainties.

REVENUE RECOGNITION

The Securities and Exchange Commission issued Staff Accounting Bulletin 104 ("SAB 104"), "Revenue Recognition", included in the Codification as ASC 605, Revenue Recognition which outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with Securities and Exchange Commission. Management believes the Company's revenue recognition policies conform to ASC 605.

Revenues include amounts earned under transaction sales, trade show booth sales and consulting fees.

Transaction Sales

Transaction revenues are recorded in accordance with Emerging Issues Task Force Issue No. ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus net as an Agent", included in the Codification as ASC 605, Revenue Recognition. The Company recognizes revenues from product transaction sales when title to the product passes to the customer. For all product transactions with its customers, the Company acts as a principal, takes title to all products sold upon shipment, and bears inventory risk for return products that the Company is not able to return to the supplier, although these risks are mitigated through arrangements with factories, shippers and suppliers.

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Trade Shows

Trade Shows generate revenue through exhibitor booths sales, corporate sponsorship, and advertising. Such revenue is typically collected in advance, deferred and then recognized at the time of the related trade show. The Company organizes two trade shows per year in February and August in Las Vegas.

Consulting Fees

The Consulting fees and Royalty revenue are recognized when earned. Consulting fees subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

INDEMNITIES AND GUARANTEES

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company's officers, under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying condensed balance sheets.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 166, “Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140” (“SFAS No. 166”), expected to be included in the FASB Accounting Standards Codification (‘Codification’) as Accounting Standards Codification (‘ASC 860”), Transfers and Servicing. This topic improves the comparability of information that a reporting entity provides regarding transfers of financial assets and the effects on its financial statements. This topic is effective for interim and annual reporting periods ending after November 15, 2009. The Company is currently evaluating the effect that this topic will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS No. 167”), expected to be included in the Codification as ASC 810, Consolidation. This topic changes the consolidation guidance applicable to a variable interest entity. Among other things, it requires a qualitative analysis to be performed in determining whether an enterprise is the primary beneficiary of a variable interest entity. This topic is effective for interim and annual reporting periods ending after November 15, 2009. The Company is currently evaluating the effect that SFAS No. 167 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162” (“SFAS No. 168”), included in the Codification as ASC 105, Generally Accepted Accounting Principles. This topic is the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in accordance with generally accepted accounting principles. This topic is effective for interim and annual reporting periods ending after September 15, 2009. On September 30, 2009, the Company adopted this topic, which has no effect on the Company’s financial statements as it is for disclosure purposes only.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”), included in the Codification as ASC 855, Subsequent Events. This topic establishes the period in which management of a reporting entity should evaluate events and transactions for recognition or disclosure in the financial statements. It also describes the circumstances under which an entity should recognize events or transactions that occur after the balance sheet date. This topic is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not expect the adoption of this topic to have a material effect on its financial statements and related disclosures.

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In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), included in the Codification as ASC 810-10-65-1. This topic establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. This topic also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This topic is effective for fiscal years beginning October 1, 2009. The Company does not expect the impact of the adoption of SFAS 160 to be material.

NOTE 2 – DUE FROM (TO) AFFILIATED COMPANIES

The Company has loaned to two affiliated companies, IBMC and ASAP Hotel Management whose major shareholder, Frank Yuan is also a shareholder and officer of the Company. There is no written note for the working capitals loaned to the affiliated companies. At September 30, 2009 and December 31, 2008, the balance of the loan to affiliated companies was $118,345 and $0, respectively.

At September 30, 2009 and December 31, 2008, the loan from IBMC was $0 and $10,268, respectively.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	September 30,			December 31,
	2009			2008

Automobile	$	64,431		$	64,431
		64,431			64,431
Less: Accumulated depreciation		(10,738	)		-
	$	53,693		$	64,431

NOTE 4 – DEFERRED REVENUE

Consulting fees received for providing advisory services are subject to refund until the client becomes publicly traded in the United States or Europe, thus are recorded as deferred revenue until the fees are no longer refundable.

At September 30, 2009, the deferred revenue was $500,000 for the advisory services provided to one of its affiliated companies.

NOTE 5 - CAPITAL LEASE

In 2008, the Company entered into a lease arrangement to acquire a vehicle. Future minimum payments and the obligations due under the capital lease are as follows:

For the Year Ended December 31:
2009	$	5,338
2010		16,015
2011		16,015
2012		16,015
2013		6,673
Less amount representing interest at 5% per annum		(5,386	)
		54,670
Less Current Portion		(13,595	)
Long Term Portion	$	41,075

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NOTE 6 - LINE-OF-CREDIT FROM OFFICERS

The Company has an unsecured revolving line-of-credit (the "Line") from Frank Yuan, the Company's Chief Executive Officer, and certain family members which expires on December 31, 2010 and provides for borrowings up to a maximum of $1,500,000, as amended. The Line carries an interest rate of 10.0% per annum. The balances as of September 30, 2009 and December 31, 2008 were $983,397 and $1,190,290, respectively; the accrued and unpaid interests were $24,074 and $65,430, respectively.

NOTE 7 - INCOME TAXES

In connection with the spin-off, the tax attributes associated with ASAP was not retained by the Company. As of September 30, 2009, the Company had Federal net tax operating loss carry forwards of approximately $230,375 available to offset future taxable income. The carry forwards expire in varying amounts through 2029.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at September 30, 2009 and 2008 are presented below:

	Nine Months Ended September 30,
	2009			2008

Deferred tax assets:
Net operating loss carryforwards	$	84,877		$	58,400
Total deferred tax assets		84,877			58,400
Less: valuation allowance		(84,877	)		(58,400	)
Net deferred tax assets	$	-		$	-

NOTE 8 - SHAREHOLDERS' DEFICIT

Common Stock

At September 30, 2009, the Company has 45,000,000 shares of common stock authorized. Upon the spin off from China Yili at December 31, 2008, the Company had 300,161 shares issued and outstanding at par value $0.001 per share. On June 12, 2009, the Company declared a 29-for-one stock dividend that is being treated as a stock split of its common stock. No fractional shares will be issued. The number of common stock shares outstanding increased to 8,704,669 upon the stock dividend. All share and per share information has been retroactively adjusted to reflect the effect of stock dividend.

Options and Warrants

The Company does not have a stock option plan or any options or warrants issued and outstanding as of September 30, 2009.

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NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Lease

Prior to May 1, 2009, the Company leased office space under month to month lease agreement with its CEO Frank Yuan, an arm’s length transaction. The lease provided for monthly lease payments of $4,500.

Starting May 1, 2009, the Company leases office space under a one-year lease term agreement with San Gabriel Valley Free Trade Zone. The lease provides for monthly lease payments of $2,200. The Company subleases its office space to one of its affiliated companies for monthly lease payment of $2000. Future minimum lease payments as of September 30, 2009 approximate $600 for 2009.

NOTE 10 - BUSINESS SEGMENTS

Reportable business segments as of and for the periods ended September 30, 2009 and 2008 are as follows:

	Nine Months Ended September 30,
	2009			2008

Revenues:
Transaction apparel sales	$	-		$	7,059
Tradeshow revenue		112,853			617,905
Consulting fee		76,489			-
	$	189,342		$	624,964

Income (loss) from operations:
Transaction apparel sales	$	-		$	1,294
Trade shows		72,695			50,715
Consulting fee		58,489			-
Corporate		(264,544	)		(243,182	)
	$	(133,359	)	$	(191,173	)

Identifiable assets:
Transaction sales	$	-		$	-
Trade shows		105,339			24,039
Consulting		118,345			70,451
	$	223,684		$	94,490

Net revenues as reflected above consist of sales to unaffiliated customers only as there were no significant inter-segment sales for the nine-month periods ended September 30, 2009 and 2008.

There were no significant concentrations on net segment sales for the nine-month periods ended September 30, 2009 and 2008.

Tradeshow revenue relates to the Company's Las Vegas, Nevada show.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report for the period ended September 30, 2009. This quarterly report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

STATUS OF OPERATIONS

Background

ASAP Expo, Inc. (the "Company") is a trade show organizer that is initially targeting the apparel industry and an international electronic trading, financing and logistics corporation. The following three interlocking services make the Company unique: 1) ASAP Shows consists of ASAP Global Sourcing Show - held twice a year in Las Vegas, Nevada, ASAP Buying Trips, and Fashion International Trade Show (“FITS”) 2) China consulting services for international brands looking to enter the China market. 3) The Company's Global Financial Platform ("GFP": Patent Pending) allows U.S. buyers to purchase overseas merchandise without the need of issuing a letter of credit. The Company presently has representatives located in 25 countries throughout Asia, Africa, and the Middle East to facilitate international transactions.

In addition, ASAP Expo provides advisory services for companies wanting to become publicly traded and raise capital in the United States or Europe.

Services

ASAP Global Sourcing Show

The ASAP Global Sourcing Show segment derives revenue principally from the sale of exhibit space, sponsorship and conference attendance fees generated at its events. In 2008, approximately 95% of our trade show revenue was from the sale of exhibit space. Events are generally held on a semi-annual basis in Las Vegas, Nevada. At many of our trade shows, a portion of exhibit space is reserved and partial payment is received as much as 90 days in advance. Cash is collected in advance of an event and is recorded on our balance sheet as deferred revenue. Revenue and related direct event expenses are recognized in the month in which the event is held.

Trade show business is seasonal, with revenue typically reaching its highest levels during the first and third quarters of each fiscal year, largely due to the timing of the ASAP Global Sourcing shows held in February and August each year. Because event revenue is recognized when a particular event is held, we also experience fluctuations in quarterly revenue based on the movement of annual trade show dates from one quarter to another.

Due to the Men's Apparel Guild in California's ("MAGIC") establishment of its Sourcing Zone, which is held at the same time as our shows, management believes the competing MAGIC show will make it difficult for the ASAP Global Sourcing Show to have significant growth.

Fashion International Trade Show (“FITS”)

FITS is the only Licensing Trade show held in China, committed to launch international fashion, accessory and footwear brands into China - the fastest growing consumer market in the world. FITS provides the most cost effective way and "first entry" advantage by finding an experienced partner to act as a Master Licensee to overcome the complexity of the Chinese distribution system.

FITS generates its revenue mostly from booth sales.

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ASAP China Buying Trip

It was the first buying tour of its kind designed for United States and European Union buyers prepared to place production orders, license their brands, understand China's distribution channels, find joint venture possibilities and relocate United States textile plants to China. Management is planning to conduct multiple, but smaller size buying trips to China and Southeast Asia countries annually.

Eco Show

Environment concerned green nature products is the main focus of Eco Trade Show, a division of ASAP Show, which was launched its first edition in February 2007.

Consulting Services

China is undoubtedly the fastest growing market in the World. China has suffered less affect from the World Economic deterioration in late 2008. International brands are still eager to enter the China domestic market. ASAP Expo is in the perfect position and timing to be the bridge between West and East. ASAP Expo acts as a consultant for international brands to locate all retail channels including web, retail store boutique shops, department store corner locations, or mail order.

In addition, ASAP Expo provides advisory services for companies wanting to become publicly traded and raise capital in the United States or Europe.

Global Financial Platform

The Company developed a patent-pending global financial platform, levied with CIT - a factoring accounts receivable guarantee service. This process allows overseas sellers to gain cash advances through their local bank and eliminate the need for letters of credit to sell international merchandise. The application for the patent was filed in 2001. Due to the U. S. Patent Office's workload, the Company has not received any response to the filing. Therefore, the Company cannot predict when or if this patent will be granted. The GFP is in its development stage. There can be no assurance as to when or if the GFP will be utilized.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2009 and 2008

Revenue

Revenues from transaction sales for the nine months ended September 30, 2009 were $0, a decrease of $7,059 or 100% compared to $7,059 for the same period last year. The reason for such a decrease on transaction sales was because the Company changed business direction and services during the period. The Company does not consider transaction sales a significant percentage of its overall business in future periods because the Company has been allocating most of its resources and efforts to the consulting services.

The gross tradeshow revenue for the nine months ended September 30, 2009 was $112,853, a decrease of $505,052 or 81.7% compared to $617,905 for the same period last year. This decrease was due to decrease in number of exhibitors for the ASAP Show in February and August 2009 compared to the same shows in 2008. Due to the Men's Apparel Guild in California's ("MAGIC") Sourcing Zone is held at the same time, management believes the competing show will make it difficult to have significant growth for the ASAP show in the future.

Gross revenues from the consulting fees for the nine months ended September 30, 2009 were $76,489. There was no revenue from consulting fees for the nine months ended September 30, 2008. The company anticipates significant revenue from consulting fees in future periods because the Company has been allocating most of its resources and efforts to monetize its knowledge and relationship between West and East.

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Operating Expenses

ASAP Show production expenses decreased by approximately $476,431 or 93.3% to $34,489 for the nine months ended September 30, 2009 from $510,919 for the same period last year. Such a decrease was due to a decrease in numbers of exhibitors, cost of venue rental decreases in Venetian Foyer compared to the Ballrooms.

Payroll and related benefits increased by approximately $42,642 or $32.0% to $176,027 for the nine months ended September 30, 2009 from $133,385 for the same period last year. The increase was primarily due to employee pay raise.

Interest Expense

Interest expense decreased to $78,202 during the nine months ended September 30, 2009 from $106,212 for the same period last year. This decrease is related to lower average balance on the line of credit from officers.

Income Taxes

Income taxes for the nine months ended September 30, 2009 were $1,698 compared to $0 for the same period last year. The income taxes were year 2008 under-accrued income taxes on the year 2008 taxable income resulting from the consulting fee received in the last quarter of 2008.

Net Loss

The Company recorded a net loss of $213,073 for the nine months ended September 30, 2009, an improvement of $84,312 as compared to a net loss of $297,385 for the same period last year. Such an improvement is mainly due to the reduction in trade show production expenses and in interest expense.

Three Months Ended September 30, 2009 and 2008

Revenue

The gross tradeshow revenue for the three months ended September 30, 2009 was $49,234, a decrease of $308,429 or 86.2% compared to $357,663 for the same period last year. This decrease was due to decrease in number of exhibitors for the ASAP Show in August 2009 compared to the same show in August 2008. Due to the Men's Apparel Guild in California's ("MAGIC") Sourcing Zone is held at the same time, management believes the competing show will make it difficult to have significant growth for the ASAP show in the future.

Operating Expenses

General and administrative expenses consist primarily of ASAP Global Sourcing show production costs, attendee marketing programs, and exhibitors' promotion costs. General and administrative expenses were negative $34,673 for the three months ended September 30, 2009 as compared to $317,422 for the same period last year. The negative general and administrative expenses for the three months ended September 30, 2009 was due to adjustments in the period to reclassify payments made in prior periods for one of the Company’s affiliates from “expense” to “due from affiliated companies”. The decrease in general and administrative was also due to the decrease in ASAP Show production expenses.

ASAP Show production expenses were negative $67,382 for the three months ended September 30, 2009 as compared to $266,454 for the same period last year due to adjustments in the period to reclassify payments made in prior periods for one of the Company’s affiliates from “expense” to “due from affiliated companies”. Such a decrease was also due to a decrease in numbers of exhibitors, cost of venue rental decreases in Venetian Foyer compared to the Ballrooms.

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Payroll and related benefits increased by approximately $25,058 or $51.8% to $73,474 for the three months ended September 30, 2009 from $48,416 for the same period last year. The increase was primarily due to employee pay raise.

Interest Expense

Interest expense decreased to $25,575 during the three months ended September 30, 2009 from $34,121 for the same period last year. This decrease is related to lower average balance on the line of credit from officers.

Net Loss

The Company recorded a net loss of $15,056 for the three months ended September 30, 2009, an improvement of $27,239 as compared to a net loss of $42,295 for the same period last year. Such an improvement is mainly due to the reduction in trade show production expenses and in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

During nine months ended September 30, 2009, the Company had average monthly general and administrative expenses of approximately $30,830 (excluding ASAP Show production expenses), as compared to $33,273 for the same period last year. Management anticipates maintaining its monthly expenses in the range of $10,000 to $50,000 in the foreseeable future. The Company has switched company focus, reducing its efforts on the semi-annual ASAP show in Las Vegas, Buying Trips, FITS and emphasize more on Consulting Services to generate more revenues. At September 30, 2009, the Company has current assets of approximately $167,791. With the net revenue from the ASAP shows, Consulting Fees, and continuing support from its major shareholder to provide a revolving line-of-credit, management believes the Company will have enough net working capital to sustain its business for another twelve months.

The Company has a revolving line-of-credit (the "Yuan Line of Credit") from Frank Yuan, the Company's CEO and his family, which expires on December 31, 2010 and provides for borrowings up to a maximum of $1,500,000, as amended. The Yuan Line of Credit carries an interest rate of 10.0% per annum. The total balance as of September 30, 2009 was $983,397, and the accrued and unpaid interest was $24,074.

The forecast of the period of time through which ASAP Expo’s financial resources will be adequate to support its operations is a forward-looking statement that involves risks and uncertainties. ASAP Expo’s actual funding requirements may differ materially as a result of a number of factors, including unknown expenses associated with the cost of providing consulting services.

ASAP Expo has no commitments to make capital expenditures for the fiscal year ending December 31, 2009.

ASAP Expo does not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the our financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, stock based compensation and the valuation of deferred taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

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Revenue Recognition

Revenues include amounts earned under transaction sales, trade show booth sales, and consulting fee.

Transaction Sales

Transaction revenues are recorded in accordance with Emerging Issues Task Force Issue No. ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus net as an Agent", included in the Codification as ASC 605, Revenue Recognition. ASAP Expo recognizes net revenues from product transaction sales when title to the product passes to the customer, net of factoring fees. For all product transactions with its customers in 2009, ASAP Show acted as a principal, took title to all products sold upon shipment, and bore inventory risk for return products that ASAP Show was not able to return to the supplier, although these risks are mitigated through arrangements with factories, shippers and suppliers.

Trade Shows

Trade shows generate revenue through exhibitor booths sales, corporate sponsorship, and advertising. Such revenue is typically collected in advance, deferred and then recognized at the time of the related trade show. ASAP Expo organizes two trade shows per year in February and August in Las Vegas.

Consulting Fees

The Company acts as a consultant for international brands to enter the China market. For this service, the Company charges international brands a consultant fee. The fee is based upon hours serviced and an upfront retainer fee. The Company also receives a portion of royalty revenue from the brand for sales above and beyond a pre-specified minimum guarantee. The Company recognizes its Consultant fees and Royalty revenue when they are received.

In addition, the Company provides advisory services for companies wanting to become publicly traded and raise capital in the United States or Europe. Consulting fees received for providing advisory services are subject to refund until the client becomes publicly traded in the United States or Europe, thus are recorded as deferred revenue until the fees are no longer refundable.

Deferred Tax Asset Valuation

ASAP Expo accounts for income taxes under Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes", included in the Codification as ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance for significant deferred tax assets when it is more likely than not that such assets will not be recovered.

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New Accounting Pronouncements

The Company continues to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the footnotes to the Company 's unaudited financial statements, note 1.

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ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based upon that evaluation, the CEO and CFO concluded that as of September 30, 2009 our disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company required to be included in the Company's periodic filings with the SEC, subject to the various limitations on effectiveness set forth below under the heading, "LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS," such that the information relating to the Company, required to be disclosed in SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure." (b) Changes in internal control over financial reporting. There has been no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS The Company's management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, and/or the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1	Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act
32.1	Certifications of the Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act

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SIGNATURES

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

		ASAP EXPO, INC. (Registrant)

Date: 11/20/2009		/s/ Frank S. Yuan
		Frank S. Yuan Chairman, Chief Executive Officer