RYVYL Inc. - Annual Report: 2011 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(MARK ONE)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
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Commission file number: 001-34294
ASAP EXPO INC.
(Exact name of registrant as specified in its charter)
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Nevada
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22-3962936
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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345 S Figueroa St., Suite M09, Los Angeles, CA
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90071
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(Address of principal executive offices)
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(Zip Code)
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(213) 625-1200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
Over The Counter Bulletin Board (OTCBB)
(Name of exchange on which registered)
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date file required to be submitted and posted pursuant to Rule 405 of Regulations S-T (Section232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2011, computed by reference to the closing price of that date, was $230,179.68.
On March 30, 2012, the registrant had 8,704,669 shares of Common Stock outstanding
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
ASAP Expo Inc.
INDEX
to Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2011
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PART I
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Item 1
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Item 1A
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 8
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Item 8A
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Item 8B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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PART IV
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Item 14
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PART I
FORWARD-LOOKING STATEMENTS
Except for historical information, the following annual report on Form 10-K (“Annual Report”) contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended, include statements regarding, among other things, and specifically in the sections entitled "Description of Business" and "Management's Discussion and Analysis or Plan of Operations," or otherwise incorporated by reference into this document contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995).. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “plan”, “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this Annual Report under the sections entitled “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under the section herein entitled “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur as projected.
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock. As used in this Annual Report, the terms “we,” “us,” “our” and the “Company” mean ASAP Expo Inc. unless otherwise indicated.
ITEM 1. DESCRIPTION OF BUSINESS
ASAP Expo, Inc. (“ASAP Expo” or the “Company” or “We” or “Our”) d.b.a. ASAP International Holdings Inc., was incorporated on April 10, 2007 under the laws of the State of Nevada.
ASAP Expo is a holding company that operates real estate, investment banking and consulting for Chinese companies. Our mission is to be the bridge between China and the Western world. Our Global Business Services division has added EB-5 Investment Visa consulting to overseas individuals seeking opportunities in the U.S. Our Investment Banking Services division lists Chinese companies on the public trading markets in the USA or Europe. Our Real Estate division assists with institutional and high net worth individuals with acquisition advisory and asset management.
Investment Banking Division specializes in assisting Chinese companies to meet corporate growth and strategic objectives by accessing international capital markets such as Germany Frankfurt Exchange and/or USA exchanges. We aim to provide a turnkey solution to our clients, which include pre-IPO consultation, M&A, private placement, bridge loan financing, RTO, Post-Listing Service and financing.
In 2008, ASAP Expo entered the Germany Frankfurt Exchange and established its presence in the Deutsche Boerse Open Market. The products we created are capable of providing our clients, especially small and medium size companies, the opportunity to access international capital markets. Our mission is to provide our clients, including start ups and early stage developments with the services that will assist them in the “first step” in becoming a public company.
ASAP Expo’s Commercial Real Estate division provides institutional and high net worth individual clients with all real estate related services including acquisition advisory, financing, asset management, strategic repositioning and investment advice. Our international reach, scope of services and dedication to achieving the best results ensures our clients gain competitive advantage.
The Real Estate division specializes in the commercial real estate industry including but not limited to hospitality, retail, and office. We also have expertise in: development-redevelopment financing, debt refinancing, acquisition financing, partnerships, asset recapitalizations, joint ventures, note purchases, and fund raising.
In the real estate acquisition side, we represent buyers at all stages of the process, from advice on selection and location to opportunity sourcing and due diligence. Our clients have the advantage of our local market knowledge and contacts in capital markets around the globe, as well as our deep experience in real estate strategy and management. This means a broader value perspective on property utilization prospects—not to mention a finger on the pulse of real-time market conditions at any moment.
The Global Trading Service Division is previously known as ASAP Show Inc, which is the industrial authority in tradeshow organizing and global sourcing. Based on the past 14 years trade show experience and the authority in sourcing, ASAP Expo has gradually modified its focus and direction in order to adapt to the most current trend in business. We believe that buyers need one stop shopping and accountability. This means buyers want to have a company in the U.S. that will be responsible for the merchandise quality. And, overseas manufacturers desperately need a local U.S. factory representative to speak for their company.
Global Trade Services” (GTS) provides the following services:
1) Resources for buyers.
2) Quality inspection and assurance.
3) Logistics, including ocean or air shipment, and door to door service.
4) Finance assistance including opening Letter of Credits (LC) for the buyer to purchase the merchandise.
5) LDP (Landed Duty Paid) quotations and payment terms for all the merchandise.
EMPLOYEES
As of December 31, 2011, ASAP Expo employed 3 full-time employees classified as follows: 3 full-time executive officers. The Company believes that relations with its employees are good.
COMPETITORS
According to the management’s best information, there are currently a limited number of similar investment consulting and trade finance firms in the market, but, in the future, there might be other new players that enter into the business and compete with us, despite the intellectual and financial capital required.
ITEM 1A. RISK FACTORS RELATING TO ASAP EXPO
The following risk factors include, among other things, cautionary statements with respect to certain forward-looking statements, including statements of certain risks and uncertainties that could cause actual results to vary materially from the future results referred to in such forward-looking statements.
GOVERNMENT REGULATION
We are subject to all applicable laws, policies and regulations that govern the financial guarantee industry in China, including those adopted by China’s central bank, the People’s Bank of China (“PBOC”), which sets monetary policy and, together with the State Administration of Foreign Exchange (“SAFE”), foreign-exchange policies. According to the 1995 Central Bank law, the State Council maintains oversight of PBOC policies.
Regulations were recently promulgated by State Development and Reform Commission, or SDRC, and SAFE, that require registration with, and approval from, PRC government authorities in connection with direct or indirect offshore investment activities by individuals who are PRC residents and PRC corporate entities. These regulations may apply to the Company’s future offshore or cross-border acquisitions, as well as to the equity interests in offshore companies held by the Company’s PRC shareholders who are considered PRC residents. The Company intends to make all required applications and filings and will require the shareholders of the offshore entities in the Company’s corporate group who are considered PRC residents to make the application and filings as required under these regulations and under any implementing rules or approval practices that may be established under these regulations. However, because these regulations are relatively new and lacking implementing rules or reconciliation with other approval requirements, it remains uncertain how these regulations and any future legislation concerning offshore or cross-border transactions will be interpreted and implemented by the relevant government authorities.
The approval criteria by SDRC agencies for outbound investment by PRC residents are not provided under the relevant SDRC regulations. Also, the criteria for registration with SAFE agencies, and whether such registration procedure is discretionary, are still uncertain as the criteria, if any, are not provided for under relevant SDRC regulations. Furthermore, there is a lack of relevant registration precedents for us to determine the registration criteria in practice. Accordingly, the Company cannot provide any assurances that we will be able to comply with, qualify under or obtain any registration or approval as required by these regulations or other related legislations. Further, we cannot assure you that our shareholders would not be considered PRC residents, given uncertainties as to what constitutes a PRC resident for the purposes of the regulation, or that if they are deemed PRC residents, they would (or would be able to) comply with the requirements. Our failure or the failure of our PRC resident shareholders to obtain these approvals or registrations may restrict our ability to acquire a company outside of China or use our entities outside of China to acquire or establish companies inside of China, which could negatively affect our business and future prospects.
As a U.S. public company, we are also subject to Federal and state securities laws.
TAX IMPLICATIONS OF THE COMPANY’S BUSINESS
Taxes on profits earned on our affiliated China companies are calculated in accordance with taxation principles currently effective in the PRC. We expect that the Chinese government will continue its stable financial policy, move forward with its reform of its tax system, and continue to emphasize financial and economic efficiency. The essential aim of the tax policy of China is to sustain current stable economic and social development pace. Specifically, in terms of the reform of the tax collection policy, the principles underlying such reform include simplifying the tax system, expanding the tax foundation, lowering the tax rate, and implementing a strict collection system. These principles are aimed at immediate and efficient economic development, the development of science and technology, and economic usage of energy and resources. We expect that the Add-Value Tax system will be continued in China.
WE ARE SUBJECT TO UNITED STATES GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.
The primary source of income of the Company's Global Trading Service Division is from overseas apparel exporters who are willing to exhibit at its trade shows and participate in buying trips. Apparel imports into the United States are heavily regulated by the United States government. If the United States government imposes higher tariffs, increases quotas or imposes limitations on quantities of imports, it will adversely affect the Company's business. Fewer foreign apparel exporters will participate in the Company's events if they are limited in exporting to the United States.
WE ARE SUBJECT TO FOREIGN GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.
The primary source of income of the Company's Global Trading Service Division is from overseas apparel exporters who are willing to exhibit at its trade shows and participate in buying trips. Foreign governments may advise their exporters to sell merchandise to countries other than the United States to balance their export concentration. Such policies could adversely affect the Company's trade show exhibitor revenue because foreign exporters will promote their business by following their own government's policies and incentives.
LIMITED OPERATING HISTORY
Until February 28, 2009, the Company operated a business consisting of organizing trade shows and events. The Company abandoned this line of business in March of 2009 and the Company entered the investment consulting business full time. Accordingly, there is a limited relevant operating history upon which an evaluation of the Company’s prospects and future performance can be based. There can be no assurance that the Company will be able to raise additional capital to develop its business plan, generate meaningful revenues or become a viable business. Because the Company’s markets are relatively new and constantly changing, the Company may need to change its business model frequently.
LIMITED PUBLIC MARKET FOR THE COMPANY’S COMMON STOCK
There is currently a limited public market for the shares of the Company’s common stock. There can be no assurances that such limited market will continue or that any shares of the Company’s common stock may be sold without incurring a loss. The market price of the Company’s common stock may not necessarily bear any relationship to the Company’s book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for its common stock in the future. Further, the market price for the Company’s common stock may be volatile depending on a number of factors, including business performance, industry dynamics, news announcements or changes in general economic conditions.
LOW-PRICED STOCKS
The Company’s common stock is currently listed for trading on the OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which make it more difficult for the Company’s shareholders to conduct trades. It may also make it more difficult for the Company to obtain future financing. Further, the Company’s securities are subject to the “penny stock rules” adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that the Company remains subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for the Company’s securities. Because the Company’s securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of the Company’s securities. Further, for companies whose securities are traded in the over-the-counter market, it is more difficult to obtain accurate quotations and to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies.
NO DIVIDENDS
The Company has not paid any dividends on its common stock to date and there are no plans for paying dividends on its common stock in the foreseeable future. The Company intends to retain earnings, if any, to provide funds for the execution of its business plan. The Company does not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of common stock will receive any additional cash, stock or other dividends on their shares of common stock until the Company has funds, which our board of directors determines can be allocated to dividends.
PRC laws and our corporate structure may restrict our ability to receive dividends and payments from, and transfer funds to, our PRC operating company, which may negatively affect our results of operations and restrict our ability to act in response to changing market conditions. The ability of our PRC operating company to make dividend and other payments to us may be restricted by factors such as changes in applicable foreign exchange and other laws and regulations. For example, under the SAFE regulations discussed above, the foreign exchange activities of our present or prospective PRC subsidiaries are conditioned upon the compliance with the SAFE registration requirements by the shareholders of our offshore entities who are PRC residents. Failure to comply with these SAFE registration requirements may substantially restrict or prohibit the foreign exchange inflow to and outflow from our PRC subsidiaries, including, remittance of dividends and foreign currency denominated borrowings by these PRC subsidiaries. In addition, our PRC operating company is required, where applicable, to allocate a portion of its net profit to certain funds before distributing dividends, including at least 10% of its net profit to certain reserve funds until the balance of such fund has reached 50% of its registered capital. These reserves can only be used for specific purposes, including making-up cumulative losses of previous years, conversion to equity capital, and application to business expansion, and are not distributable as dividends. Our PRC operating company is also required, where applicable, to allocate an additional 5% to 10% of its net profits to a statutory common welfare fund. The net profit available for distribution from our PRC operating company is determined in accordance with generally accepted accounting principles in China, which may materially differ from a determination performed in accordance with U.S. GAAP. As a result, we may not receive sufficient distributions or other payments from this entities to enable us to make dividend distributions to our shareholders in the future, even if our U.S. GAAP financial statements indicate that our operations have been profitable.
RISKS ASSOCIATED WITH DOING BUSINESS IN CHINA
Changes in the political and overall economic conditions of China, which are outside the control of management, could have a material adverse effect on the Company’s business, operating results and financial condition. The Company has historically conducted transactions with customers outside the United States in United States dollars. Payroll and other costs of foreign operations are payable in foreign currencies, primarily Hong Kong dollars and Chinese Renminbi. To the extent future revenue is denominated in foreign currencies, the Company would be subject to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on the Company’s business, financial condition and operating results. To date, we have not engaged in any hedging transactions in connection with our international operations.
Risks Associated with China’s Economic, Political and Social Conditions. Substantially all of the Company’s operations and assets are located in China, and substantially all of its net revenue is derived from its operations in China. Accordingly, the Company’s results of operations and future prospects are subject to economic, political and social developments in China. In particular, the Company’s results of operations may be adversely affected by:
· Changes in China’s political, economic and social conditions;
· Changes in policies of the government or changes in laws and regulations, or the interpretation of laws and regulations;
· Changes in foreign exchange regulations;
· Measures that may be introduced to control inflation, such as interest rate increases; and
· Changes in the rate or method of taxation.
The PRC’s economy has historically been a planned economy. The majority of productive assets in China are still owned by various levels of the PRC government. In recent years the government has implemented economic reform measures emphasizing decentralization, utilization of market forces in the development of the economy and a high level of management autonomy. Such economic reform measures may be inconsistent or ineffectual, and the Company may not benefit from all such reforms. Furthermore, these measures may be adjusted or modified, possibly resulting in such economic liberalization measures being applied inconsistently from industry to industry, or across different regions of the country.
In the past twenty years, China has been one of the world’s fastest growing economies in terms of gross domestic product, or GDP. This growth may not be sustainable. Moreover, a slowdown in the economies of the United States, the European Union and certain Asian countries may adversely affect economic growth in China which depends on exports to those countries. The Company’s financial condition and results of operations, as well as its future prospects, would be materially and adversely affected by an economic downturn in China.
The legal system in China has inherent uncertainties that may limit the legal protections available to you as an investor or to us in the event of any claims or disputes with third parties. The legal system in China is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the central government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. As China’s foreign investment laws and regulations are relatively new and the legal system is still evolving, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit the remedies available to our shareholders and to us in the event of any claims or disputes with third parties. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.
INTERNAL POLITICAL RISKS
Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on the Company’s business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice. In addition, the Chinese government could enact laws which restrict or prohibit the Company from conducting its surety and loan guarantees.
RISKS RELATED TO LIMITATIONS ON THE LIABILITY OF OUR DIRECTORS TO OUR SHAREHOLDERS
Our articles of incorporation provide, as permitted by governing Nevada law, that our directors shall not be personally liable to our stockholders for monetary damages for breach of fiduciary duty as a director, with certain exceptions. Our bylaws require us to provide mandatory indemnification of directors to the fullest extent permitted by Nevada law, except for matters arising under the securities laws of the United States. Further, we may elect to adopt forms of indemnification agreements to cover directors and officers. These provisions and agreements may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by shareholders on behalf of us against a director.
RISKS ASSOCIATED WITH PAYMENT SECURITIES
To the extent the Company receives Payment Securities as payment for the performance of investment banking services, the financial status of the Company will be affected by the volatility of these securities for as long as they are held by the Company. You may lose money on your investment in the Company if the value of the Payment Securities declines. The risks affecting the value of the Payment Securities are described below:
MARKET RISK
Stock prices are volatile. Market risk refers to the risk that the value of Payment Securities in the Company’s portfolio may decline due to daily fluctuations in the securities markets generally. The Company’s financial performance will change periodically based on many factors that may generally affect the stock market, including fluctuation in interest rates, national and international economic conditions and general equity market conditions. In a declining stock market, stock prices for all companies (including those in the Company’s portfolio) may decline, regardless of their long-term prospects.
GEOGRAPHIC CONCENTRATION IN CHINA
The Chinese economy is generally considered an emerging and volatile market. Prices for Payment Securities may be very sensitive to adverse political, economic, or regulatory developments in China and other Asian countries, and may experience significant losses in such conditions. China’s central government has historically exercised substantial control over the Chinese economy through administrative regulation and/or state ownership. Despite economic reforms that have resulted in less direct central and local government control over Chinese businesses, actions of the Chinese central and local government authorities continue to have a substantial effect on economic conditions in China. These activities, which may include central planning, partial state ownership of or government actions designed to substantially influence certain Chinese industries, market sectors or particular Chinese companies, may adversely affect the companies whose securities the Company holds. Government actions may also affect the economic prospects for, and the market prices and liquidity of, the Payment Securities. In addition, currency fluctuations, monetary policies, competition, social instability or political unrest may adversely affect economic growth in China. The Chinese economy and Chinese companies may also be adversely affected by regional security threats, including those from Taiwan and North Korea, as well as adverse developments in Chinese trade policies, or in trade policies toward China by countries that are trading partners with China.
GOVERNMENT RELATIONSHIPS RISK
While companies in China may be subject to limitations on their business relationships under Chinese law, these laws may not be consistent with certain political and security concerns of the U.S. As a result, Chinese companies may have material direct or indirect business relationships with governments that are considered state sponsors of terrorism by the U.S. government, or governments that otherwise have policies in conflict with the U.S. government (an “Adverse Government”). If the clients of the Company whose Payment Securities the Company holds have or develop a material business relationship with an Adverse Government, then the Company will be subject to the risk that these companies’ reputation and price in the market will be adversely affected.
RISK OF LOSS OF CHINESE BUSINESS LICENSE
As mentioned above in “Overview of the Company’s Business - Investment Objectives and Policies”, the SMEs that the Company selects as clients for its services and, therefore, the SMEs whose Payment Securities the Company holds, are generally leaders in their respective industries. One factor in this industry leadership is the fact that the Chinese government only issues a limited number of business licenses in any given industry, so, as long as the SME maintains its license, it is likely to remain near the top of the industry. However, business licenses are only valid for a limited term, and it is up to the discretion of the Chinese government to renew a license. Licenses may not be renewed for any reason or no reason; therefore, there is a risk that an SME will lose its license in the future, which would prevent the SME from carrying on its business and cause it to lose money or even dissolve. As a result, the loss of a business license would have a significant adverse effect on the value of the Payment Securities held by the Company of such an SME.
SMALL COMPANY RISK
The Company may hold Payment Securities of smaller companies. Stocks of smaller companies may have more risks than those of larger companies. In general, smaller companies have less experienced management teams, serve smaller markets, and find it more difficult to obtain financing for growth or potential development than larger companies. Due to these and other factors, small companies may be more susceptible to market downturns, and their stock prices may be more volatile than those of larger companies.
BUSINESS AND SECTOR RISK
From time to time, a particular set of circumstances may affect a particular industry or certain companies within an industry, while having little or no impact on other industries or other companies within the industry. For instance, economic or market factors; regulation or deregulation; and technological or other developments may negatively impact all companies in a particular industry. To the extent the Company invests heavily in a particular industry that experiences such a negative impact, the Company’s portfolio will be adversely affected.
INTEREST RATE RISK
Increases in interest rates typically lower the present value of a company’s future earnings stream. Since the market price of a stock changes continuously based upon investors’ collective perceptions of future earnings, stock prices will generally decline when investors anticipate or experience rising interest rates.
ISSUER RISK
The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.
PRIVATE INVESTMENTS RISK
The Company’s involvement in the reverse merger transactions will be subject to a number of risks because the Payment Securities will often be illiquid securities for which there is no public market. Illiquid securities are subject to risks of potential delays in resale and uncertainty in valuation. The Company values illiquid securities using its fair value procedures (described below) but there can be no assurance that (i) the Company will determine fair value for a private investment accurately; (ii) that the Company will be able to sell private securities for the fair value determined by the Company; or (iii) that the Company will be able to sell such securities at all.
WE DEPEND ON THE RELIABILITY OF OUR SERVICES.
As a member of the service industry, the Company is dependent upon the reliability of its consulting advice. There is no guarantee that the Company will be able to provide reliable services. Even though the Company's is a unique niche services firm, there is no guarantee that other investment advisory firms will not copy or follow the Company's unique services. If a competitor starts to copy our unique services, which is possible, management believes that it will face more intense competition than before.
WE DEPEND UPON KEY MEMBERS OF MANAGEMENT, THE LOSS OF ANY OF WHOM WOULD NEGATIVELY IMPACT OUR BUSINESS.
The implementation of our business plan relies on key members of the management team and sales, marketing, and finance personnel. There is no guarantee that these employees will continue to work for the Company. In addition, there is no guarantee that the Company will be able to replace these employees with personnel of similar caliber should they not be able to work, or decide not to work for the Company.
WE HAVE AN ACCUMULATED DEFICIT OF $679,836 AS OF DECEMBER 31, 2011 AND HAVE RECEIVED AN OPINION FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN, AND WE MAY NEVER ACHIEVE PROFITABILITY .
We have history of operating losses, including a net loss of $549,600 in 2010. As of December 31, 2011, we had an accumulated deficit of $679,836. These losses have resulted principally from expenses incurred for general and administrative, payroll and interest. 2011 is the first year we have profit. No assurances can be given as to whether we will continue to be profitable.
Our independent registered public accounting firm has added an explanatory paragraph to their report of independent registered public accounting firm issued in connection with the financial statements for the year ended December 31, 2011 relative to the substantial doubt about our ability to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
OUR BUSINESS AND GROWTH WILL SUFFER IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL THAT ARE IN HIGH DEMAND.
Our future success depends on our ability to attract and retain highly skilled personnel. In general, qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand. If we are unable to successfully attract or retain the personnel we need to succeed, we will be unable to implement our business plan.
WE MAY HAVE DIFFICULTY ESTABLISHING ADEQUATE MANAGEMENT AND FINANCIAL CONTROLS IN CHINA.
The People’s Republic of China has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with. We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company. If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards.
GOVERNMENT REGULATION MAY HINDER OUR ABILITY TO FUNCTION EFFICIENTLY.
The national, provincial and local governments in the People’s Republic of China are highly bureaucratized. The day-to-day operations of our business require frequent interaction with representatives of the Chinese government institutions. The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting. Significant delays can result from the need to obtain governmental approval of our activities. These delays can have an adverse effect on the profitability of our operations.
CAPITAL OUTFLOW POLICIES IN CHINA MAY HAMPER OUR ABILITY TO PAY DIVIDENDS TO SHAREHOLDERS IN THE UNITED STATES.
The People’s Republic of China has adopted currency and capital transfer regulations. These regulations require that we comply with complex regulations for the movement of capital. Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange. We may be unable to obtain all of the required conversion approvals for our operations, and Chinese regulatory authorities may impose greater restrictions on the convertibility of the RMB in the future. Because most of our future revenues will be in RMB, any inability to obtain the requisite approvals or any future restrictions on currency exchanges will limit our ability to pay dividends to our shareholders.
WE HAVE LIMITED BUSINESS INSURANCE COVERAGE.
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.
ITEM 2. DESCRIPTION OF PROPERTY
The Company’s executive offices in the United States are leased and located at 345 South Figueroa Street, Suite M09, Los Angeles, CA 90071. Its telephone number is (213) 625-1200. The Company currently leases approximately 1,500 square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company’s affiliate, ASAP Hotel, the Company’s CEO, Frank Yuan, and Investors reached a global settlement on June 23, 2011. All parties have dismissed the lawsuits and cross complaints with prejudice.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock began trading on the Over-the-Counter Bulletin Board ("OTC-BB") on January 20, 2010 under the symbol "ASAE". As of March 30, 2012, there has been limited trading volume.
HOLDERS OF RECORD
On December 31, 2011, the Company's issued and outstanding common stock totaled 8,704,669 shares, held by approximately 150 shareholders of record and by indeterminate number of additional shareholders through nominee or street name accounts with brokers.
DIVIDENDS
The Company has not paid dividends in prior years and has no plans to pay dividends in the near future. The Company intends to reinvest its earnings on the continued development and operation of its business. Any payment of dividends would depend upon the Company's pattern of growth, profitability, financial condition, and such other factors, as the Board of Directors may deem relevant.
PENNY STOCK
The Company's securities are subject to the Securities and Exchange Commission's "penny stock" rules. The penny stock rules may affect the ability of owners of the Company's shares to sell them. There may be a limited market for penny stocks due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investments in penny stocks often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers might be greater than any profit an investor may make. Because of large spreads that market makers quote, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor.
The Company's securities are also subject to the Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers that sell such securities to other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investor" means, in general terms, institutions with assets exceeding $5,000,000 or individuals having net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of purchasers of the Company's securities to buy or sell in any market.
SUBSEQUENT EVENT
None.
RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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 annual report for the period ended December 31, 2011. This annual 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.
OVERVIEW
ASAP Expo is a holding company that operates real estate, provides investment banking and consulting services for Chinese companies. The mission is to be the bridge between China and the Western world. The Company’s Global Business Services division has added EB-5 Investment Visa consulting to overseas individuals seeking opportunities in the U.S. The Company’s Investment Banking Services division lists Chinese companies on the public trading markets in the USA or Europe. The Company’s Real Estate division assists with institutional and high net worth individuals with acquisition advisory and asset management.
ASAP Expo is fully committed to the real estate business direction. It focuses on consulting with Chinese entities to purchase U.S. real estate, mainly commercial properties because of the historically low valuations. ASAP Expo has concluded several transactions within the last year, including advisory services for the purchase of the Downtown Los Angeles Marriott, Universal Sheraton, Fullerton Heritage Inn, and representing the buyer of Holiday Inn Anaheim.
The Investment Banking Services division helps Chinese companies list on the public trading markets in the USA or Europe. In 2008, ASAP Expo entered the Germany Frankfurt Exchange and established its presence in the Deutsche Boerse Open Market. The products we created are capable of providing our clients, especially small and median size companies, the opportunity to access international capital markets. Our mission is to provide our clients, including start ups and early stage developments with the services that will assist them in the “first step” in becoming a public company.
RESULTS OF OPERATIONS
Revenues
During the year ended December 31, 2011, the Company earned $564,128 consulting fee income for providing advisory services in real estate acquisition deals. Revenue from the consulting services for the year ended December 31, 2010 was $1,815.
During the year ended December 31, 2010, the Company provided office space and staff to help ASAP Hotel start up its business operations, accordingly, charged a management fee of $77,000. There was no management fee income for the year ended December 31, 2011.
Operating Expenses
General and administrative expenses consist primarily of administrative personnel costs, facilities expenses, and professional fee expenses.
For the year ended December 31, 2011, the Company incurred consulting expense of $171,237 for providing consulting services to clients. There was no consulting expense in the year ended December 31, 2010.
For the year ended December 31, 2011, general and administrative expenses decreased by $6,539 or 5.1% to $121,396 compared to $127,935 for the same period last year. The slight decrease in general and administrative expenses was primarily due to the Company no long paying rent starting June 15, 2010 and the lower office expenses.
Payroll and related benefits decreased by $375,939 to nil for the year ended December 31, 2011 from $375,939 for the same period last year. The decrease was primarily because the Company stopped payroll in 2011 as a way to cut cost while in the year 2010, the Company was still paying employees in the United States and overseas.
Interest Expense
Interest expense decreased to $102,125 during the year ended December 31, 2011 from $115,683 for the same period last year. This decrease was due to lower interest rate of 6% in year 2011 versus 10% in the first three quarters of 2010
Income Taxes
Income taxes for the year ended December 31, 2011 were $0 compared to $800 for the same period last year. The decrease was because the Company has terminated its registration in the state of California on January 1, 2011, thus is no longer subject to the $800 minimum California state tax.
Net Income/Loss
The Company recorded a net income of $167,076 for the year ended December 31, 2011, respectively, as compared to a net loss of $549,600 for the same period last year. The improvement in net income was mainly due to the consulting fees generated from the consulting services for real estate acquisition deals.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $79,871 at December 31, 2011, as compared to a working capital deficit of $620,364 at December 31, 2010. During the next twelve months, ASAP Expo will focus on its real estate transactions and global trading services to generate additional revenue. With the net revenue from its services, and continuing support from its major shareholders to provide a convertible note, management believes ASAP Expo will have enough net working capital to sustain its business for another 12 months.
The Company has a convertible note (the "Yuan Note") from Frank Yuan and his family, which is due on demand, and provides for borrowings up to a maximum total of $1,800,000. The Yuan Note carries an interest rate of 6.0% per annum and is convertible into the Company's equity securities at a conversion price of $0.04 given a written notice of the contemplated conversion describing in reasonable detail the material terms of such equity securities and of the issue is provided. The total balance as of December 31, 2011 was $1,877,294, and the accrued and unpaid interest was $100,858.
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 investment banking, management consulting and global trading services.
ASAP Expo has no commitments to make capital expenditures for the fiscal year ending December 31, 2011.
Over the next two to five years, ASAP Expo plans to utilize a combination of internally generated funds from operations and potential debt and equity financing to fund its long-term growth.
The Report of the Company's Independent Registered Public Accounting Firm on our December 31, 2011 financial statements includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
At the present time, we have received no commitments for the funds required for our planned capital investments. Obtaining those funds, if we can do so, will require that we issue substantial amounts of equity securities or incur significant debts. We believe that the expected return on those investments will justify the cost. However, our plan, if accomplished, will significantly increase the risks to our liquidity.
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:
Revenue Recognition
Accounting Standards Codification (“ASC”) 605, "Revenue Recognition" 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 trade show booth sales, consulting fee and management fees.
Consulting Fees
The Company acted as a consultant for buyers to purchase real estate in the U.S. For this service, the Company charged the buyers a consultant fee. The fee is based on final purchase price value. The Company recognizes its Consultant fees when they are earned.
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.
Management Fee
The management fee is recognized when earned.
Income Taxes
The Company accounts for income taxes under 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 asset will not be recovered.
New Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU is the result of joint efforts by the FASB and International Accounting Standards Board (“IASB”) to develop a single, converged fair value framework — that is, converged guidance on how (not when) to measure fair value and on what disclosures to provide about fair value measurements. Thus, there are few differences between this ASU and its international counterpart, IFRS 13. While this ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands Topic 820’s existing disclosure requirements for fair value measurements and makes other amendments. Many of these amendments were made to eliminate unnecessary wording differences between U.S. GAAP and IFRSs. However, some could change how the fair value measurement guidance in Topic 820 is applied. This ASU is effective for interim and annual periods beginning after December 15, 2011 for public entities. This ASU is not expected to have a material impact on the Company’s financial statements.
In June 2011, the FASB issued ASU 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which revises the manner in which entities present comprehensive income in their financial statements. This ASU removes the presentation options in Topic 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. This ASU does not change the items that must be reported in other comprehensive income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. This ASU does not require incremental disclosures in addition to those required by Topic 250 or any transition guidance. This ASU is not expected to have a material impact on the Company’s financial statements except for a revision of presentation of comprehensive income.
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This ASU requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this ASU only requires enhanced disclosure, the adoption is not expected to have an impact on the Company’s financial position or results of operations.
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Among the new provision in ASU 2011-05 is a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which the net income is presented and the statement in which other comprehensive income is presented (for both interim periods and fiscal years); however this reclassification requirement is indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB at a future date. This ASU is not expected to have a material impact on the Company’s financial statements.
ITEM 7. FINANCIAL STATEMENTS
The Company's audited Financial Statements are set forth beginning on page 20 in this Form 10-K.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 8A. EVALUATION OF CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), Mr. Frank S Yuan, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of a date (the "Evaluation Date") within 90 days prior to filing the Company's December 31, 2011 Form 10-K. Based upon that evaluation, our CEO and CFO concluded that, as of December 31, 2011, our disclosure controls and procedures were effective in timely alerting management to the material information relating to us required to be included in our periodic filings with the SEC. Based on his most recent evaluation as of the Evaluation Date, our CEO and CFO has also concluded that there are no significant deficiencies in the design or operation of internal controls over financial reporting, at the reasonable assurance level, which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information, and such officer has identified no material weaknesses in our internal controls over financial reporting.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report. Based on this evaluation, our President and Chief Financial Officer concluded as of December 31, 2011 that our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
Evaluation of and Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our President and Chief Financial Officer have evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO). Based on this evaluation, management concluded that, as of December 31, 2011, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.
There have been no changes in internal controls, or in factors that could materially affect internal controls, subsequent to the date that management completed their evaluation.
ITEM 8B. OTHER INFORMATION
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following are the directors and executive officers of the Company as of March 31, 2011.
|
NAME
|
AGE
|
POSITIONS HELD WITH COMPANY
|
|||
|
Frank S. Yuan
|
63
|
Chairman and Chief Executive Officer since 2007
|
|||
|
Charles Rice
|
69
|
Director since 2007
|
|||
|
James Vandeberg
|
67
|
Director since 2007
|
|||
|
Peter Lin
|
42
|
Director since 2010
|
|||
|
Deborah Shamaley
|
53
|
Director since 2007
|
|||
There are no family relationships among any of the directors and executive officers.
The following sets forth certain biographical information concerning each director and executive officer:
Frank Yuan - Combining decades of experience in the apparel, banking, real estate, insurance and computer industries, Frank Yuan has developed and started multiple new ventures in his 30 plus years as an immigrant in the United States. Before the Company, Mr. Yuan founded multi-million dollars of business in men's apparel private label & wholesale company, a "Knights of Round Table" sportswear line, a "Uniform Code" sweater line, and men's clothing retail store chain. Mr. Yuan also founded UNI-Fortune, a real-estate development company, and co-founded United National Bank, Evertrust Bank, Western Cities Title Insurance Company and Serv-American National Title Insurance. Mr. Yuan received a B.A. degree in economics from Fu-Jen Catholic University in Taiwan and a M.B.A. degree from Utah State University. Mr. Yuan was a director & CEO of C-ME since 1996 and ASAP Expo since 2005.
James Vandeberg. Mr. Vandeberg has served as a director of the Company since 2007. He has been an attorney practicing in Seattle, Washington since 1996. He specializes in corporate finance with an emphasis on securities and acquisitions. Prior to practicing in Seattle, he was counsel and secretary to two NYSE listed companies. He graduated from NYU Law School in 1969 where he was a Root-Tilden Scholar and holds a BA degree in accounting from the University of Washington. Mr. Vandeberg is a director of American Sierra Gold Corp., Legend Oil and Gas Ltd., REGI US, Inc., IAS Energy, Inc. and ASAP Holdings, Inc., all of which are reporting companies on the OTCBB.
Charles Rice - is a former senior buyer for Sears & Montgomery Ward, has more than 30 years of international apparel buying experience, working for both Sears and Wards. He brings extensive lists of long established contacts with both retailers and manufacturers to ASAP’s board. Rice holds a B.S. in business and economics from the University of Delaware.
Deborah Shamaley - a chain store and apparel-jobbing entrepreneur, has 20 years of retail and wholesale apparel experience. Ms. Shamaley co-founded The Apparel Group (“TAG”). TAG imported and sold women's apparel wholesale to more than 1,800 retailers, including Nordstrom's, J.C. Penney's, Sears, and Burlington Coat Factory. TAG also owned and operated a 23 apparel store-chain under the name $11.99 Puff. Ms. Shamaley sold the company in 1996. Since 1995, Ms. Shamaley has also been involved as an owner in Shamaley Ford car dealership one of the largest in El Paso, Texas.
Peter Lin - Worked as Investment Credit Research Manager, and managed structured finance securities credit research for a US$ 30 Billion investment portfolio at WesCorp. His research coverage includes U.S. and foreign RMBS, CMBS, ABS and CDOs. He also leads the research team in conducting research and credit analysis on financial institutions, broker dealers, bond issuers and servicers, and sovereign countries. Prior to joining WesCorp, Mr. Lin was an Investment Analyst at EquiView Capital, a hedge fund management company that specializes in small and mid cap equities and offshore private placement investment. Prior to joining EquiView Capital, Mr. Lin worked as a mergers and acquisitions analyst at Watson Pharmaceuticals where his team completed more than $500 million in product rights and company acquisitions. Mr. Lin began his professional career as an associate at The Capital Group Companies and Franklin Templeton Group. Peter received his MBA from University of Southern California, MIS from Claremont Graduate University, and BS Business Admin from UC Berkeley.
COMMITTEES
The Board of Directors does not have an audit committee or a compensation committee, due to the small size of the Board. The Board of Directors also does not have an audit committee financial expert.
CODE OF ETHICS
The Company does not have formal written values and ethical standards, due to the small number of members of management.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the compensation we have paid to each executive officer and all executive officers as a group, for the fiscal years ended December 31, 2011 and 2010, annual compensation, including salary and bonuses paid by the Company to the Chief Executive Officer. No other executive officers received more than $150,000 during the fiscal years-ended December 31, 2011 and 2010. The Company does not currently have a long-term compensation plan and does not grant any long-term compensation to its executive officers or employees.
The table does not reflect certain personal benefits, which in the aggregate are less than ten percent of the named executive officer's salary and bonus. No other compensation was granted for the periods ended December 31, 2011 and 2010.
SUMMARY COMPENSATION TABLE
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Long Term Compensation
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||||||||||||||||||||||||||||||
|
Annual Compensation
|
Awards
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Payouts
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||||||||||||||||||||||||||||
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Name and
Principal Position
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Year
|
Salary ($)
|
Bonus ($)
|
Other Annual Compensation
|
Restricted Stock Award(s)
|
Securities Underlying Options/SARs (#)
|
LTIP Payouts ($)
|
All Other Compensation
|
||||||||||||||||||||||
|
Yuan, Frank
|
2011
|
$ | - | $ | - | $ | - | $ | - | N/A | $ | - | $ | - | ||||||||||||||||
|
(CEO)
|
2010
|
$ | 150,000 | $ | - | $ | - | $ | - | N/A | $ | - | $ | - | ||||||||||||||||
COMPENSATION OF DIRECTORS
All outside directors are reimbursed for any reasonable expenses incurred in the course of fulfilling their duties as directors of the Company and do not receive any payroll.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
None.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a revolving line of credit totaling $1,800,000 with Frank Yuan and certain members of his family. The line of credit bears interest at 6% per annum starting October 1, 2010, 10% prior to October 1, 2010 and is due upon demand, as amended. During fiscal 2011 and 2010, the Company incurred interest expense totaling $102,125 and $115,683 in connection with the Line. At December 31, 2011, the balance of the Line was $1,877,294. The Note holder has sole discretion right to convert the note to Common Stock at par value per share any time when he/she requests the conversion in part or in whole amount of the outstanding debt.
ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the fees paid by the Company for professional services rendered for the audits of the annual financial statements and fees billed for other services rendered by its principal accountants:
|
Type of Services Rendered
|
2011
|
2010
|
||||||
|
Audit Fees
|
$
|
7,075
|
$
|
13,000
|
||||
|
Audit-Related Fees
|
$
|
-
|
$
|
-
|
||||
|
Tax Fees
|
$
|
-
|
$
|
-
|
||||
|
All Other Fees
|
$
|
-
|
$
|
-
|
||||
Pre-approval Policies and Procedures
The Audit Committee has sole authority to approve any audit and significant non-audit services to be performed by its independent accountants. Such approval is required prior to the related services being performed.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
1. Financial Statements
ASAP EXPO, INC.
|
21
|
|
|
Financial Statements
|
|
|
23
|
|
|
24
|
|
|
25
|
|
|
26
|
|
|
27
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
ASAP Expo, Inc
Los Angeles, California
To the Board of Directors:
We have audited the accompanying consolidated balance sheet of ASAP Expo, Inc. for the years ended December 31, 2011 and the related statements of operations, shareholders' equity, and cash flows for the years then ended These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ASAP Expo, Inc. as of December 31, 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Hood & Associates CPAs, P.C.
Hood & Associates CPAs, P.C.
Certified Public Accountants
April 1, 2012
Tulsa, Oklahoma
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
ASAP Expo, Inc
Los Angeles, California
To the Board of Directors:
We have audited the accompanying consolidated balance sheet of ASAP Expo, Inc. for the year ended December 31, 2010 and the related statements of operations, shareholders' equity, and cash flows for the year then ended These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ASAP Expo, Inc. as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Hood Sutton Robinson & Freeman CPAs, P.C.
Hood Sutton Robinson & Freeman CPAs, P.C.
Certified Public Accountants
April 14, 2011
Tulsa, Oklahoma
ASAP EXPO, INC.
BALANCE SHEETS
|
December 31,
|
December 31,
|
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|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$ | 5,280 | $ | 10,026 | ||||
|
Prepaid expenses and other receivables
|
175,000 | 2,605 | ||||||
|
Prepaid income taxes
|
800 | 3,689 | ||||||
|
Due from affiliated company
|
509 | 509 | ||||||
|
Total Current Assets
|
181,589 | 16,829 | ||||||
|
Property and equipment, net
|
- | 37,585 | ||||||
|
Long-term Investment
|
- | 195,854 | ||||||
|
Total Assets
|
$ | 181,589 | $ | 250,268 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 101,718 | $ | 12,623 | ||||
|
Deferred Revenue
|
- | 500,000 | ||||||
|
Capitalized Lease, current
|
- | 14,468 | ||||||
|
Due to affiliated company
|
- | 110,102 | ||||||
|
Total Current Liabilities
|
101,718 | 637,193 | ||||||
|
Long-term Liabilities
|
||||||||
|
Capitalized Lease, noncurrent
|
- | 23,101 | ||||||
|
Line of credit, officers
|
- | 1,554,473 | ||||||
|
Convertible note, officers
|
1,877,294 | - | ||||||
|
Total Long-term Liabilities
|
1,877,294 | 1,577,574 | ||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders' Deficit
|
||||||||
|
Common stock, $.001 par value, 45,000,000 shares authorized,
8,704,669 shares issued and outstanding at December 31, 2011 and 2010
|
8,705 | 8,705 | ||||||
|
Capital deficiency
|
(1,126,292 | ) | (1,126,292 | ) | ||||
|
Accumulated deficit
|
(679,836 | ) | (846,912 | ) | ||||
|
Total Stockholders' Deficit
|
(1,797,423 | ) | (1,964,499 | ) | ||||
|
Total Liabilities and Stockholders' Deficit
|
$ | 181,589 | $ | 250,268 | ||||
The accompanying notes are an integral part of these financial statements.
ASAP EXPO, INC.
STATEMENTS OF OPERATIONS
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues:
|
||||||||
|
Consulting fee
|
$ | 564,128 | $ | 1,815 | ||||
|
Management Fee
|
- | 77,000 | ||||||
|
Total revenues
|
564,128 | 78,815 | ||||||
|
Operating expenses:
|
||||||||
|
Consulting expense
|
171,237 | - | ||||||
|
General and administrative
|
121,396 | 127,935 | ||||||
|
Payroll and related benefits
|
- | 375,939 | ||||||
|
Total operating expenses
|
292,633 | 503,874 | ||||||
|
Income (Loss) from operations
|
271,495 | (425,059 | ) | |||||
|
Other Income (Expense)
|
||||||||
|
Investment Income (loss)
|
(2,294 | ) | (8,058 | ) | ||||
|
Interest expense
|
(102,125 | ) | (115,683 | ) | ||||
|
Total other (Expense)
|
(104,419 | ) | (123,741 | ) | ||||
|
Income (Loss) before income taxes
|
167,076 | (548,800 | ) | |||||
|
Income taxes
|
- | 800 | ||||||
|
Net Income (loss)
|
$ | 167,076 | $ | (549,600 | ) | |||
|
Net income (loss) per common share
|
||||||||
|
Basic and diluted
|
$ | 0.02 | $ | (0.06 | ) | |||
|
Weighted average common shares outstanding
|
||||||||
|
Basic and diluted
|
8,704,669 | 8,704,669 | ||||||
The accompanying notes are an integral part of these financial statements.
ASAP EXPO, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
|
Total
|
||||||||||||||||||||
|
Common Stock
|
Capital
|
(Accumulated
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
Deficiency
|
deficit)
|
Deficit
|
||||||||||||||||
|
BALANCE, JANUARY 1, 2010
|
8,701,480 | $ | 8,705 | $ | (1,126,292 | ) | $ | (297,312 | ) | $ | (1,414,899 | ) | ||||||||
|
Net loss
|
- | - | - | (549,600 | ) | (549,600 | ) | |||||||||||||
|
BALANCE, DECEMBER 31, 2010
|
8,701,480 | 8,705 | (1,126,292 | ) | (846,912 | ) | (1,964,499 | ) | ||||||||||||
|
Net income
|
- | - | - | 167,076 | 167,076 | |||||||||||||||
|
BALANCE, DECEMBER 31, 2011
|
8,701,480 | $ | 8,705 | $ | (1,126,292 | ) | $ | (679,836 | ) | $ | (1,797,423 | ) | ||||||||
The accompanying notes are an integral part of these financial statements.
ASAP EXPO, INC.
STATEMENTS OF CASH FLOWS
|
Year Ended December 31,
|
||||||||
|
2011
|
2010 | |||||||
|
Cash flows from operating activities:
|
||||||||
|
Net Income (loss)
|
$ | 167,076 | $ | (549,600 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation expense
|
12,886 | 12,886 | ||||||
|
Security deposit write-off
|
- | 2,200 | ||||||
|
Bad debt on other receivable
|
305 | - | ||||||
|
Loss on investment
|
2,294 | 8,058 | ||||||
|
Capitalized accrued interest
|
- | 114,555 | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses and other receivables
|
(172,700 | ) | 3,430 | |||||
|
Prepaid income taxes
|
2,889 | 848 | ||||||
|
Accounts payable and accrued expenses
|
89,095 | 12,623 | ||||||
|
Deferred revenues
|
(306,440 | ) | - | |||||
|
Net cash (used in) operating activities
|
(204,595 | ) | (395,000 | ) | ||||
|
Cash flows from investing activities:
|
- | - | ||||||
|
Cash flows from financing activities:
|
||||||||
|
Payments on auto loan
|
(15,707 | ) | (12,644 | ) | ||||
|
Advance from (Repayment to) affiliated company
|
(110,102 | ) | 9,593 | |||||
|
Proceeds from borrowings on line-of-credit/convertible note from officers
|
972,497 | 618,985 | ||||||
|
Repayments of borrowings on line-of-credit/convertible note from officers
|
(646,839 | ) | (216,693 | ) | ||||
|
Net cash provided by financing activities
|
199,849 | 399,241 | ||||||
|
Net (decrease) increase in cash
|
(4,746 | ) | 4,241 | |||||
|
Cash, beginning of period
|
10,026 | 5,785 | ||||||
|
Cash, end of period
|
$ | 5,280 | $ | 10,026 | ||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the period
|
||||||||
|
Interest
|
$ | 1,267 | $ | 1,128 | ||||
|
Income taxes
|
$ | (2,889 | ) | $ | - | |||
|
Non-cash investing and financing activities:
|
||||||||
|
Accrued interest transferred to line of credit, officers
|
$ | - | $ | 46,065 | ||||
|
Deferred revenue applied as return of capital from long-term investment
|
$ | 193,560 | $ | - | ||||
|
Vehicle transferred to officer as payment for officer convertible note
|
$ | 24,699 | $ | - | ||||
|
Auto loan assumed by officer as officer convertible note
|
$ | (21,862 | ) | $ | - | |||
The accompanying notes are an integral part of these financial statements.
ASAP EXPO, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
ASAP Expo, Inc. (“ASAP Expo” or the “Company” or “We” or “Our”) d.b.a. ASAP International Holdings Inc, was incorporated on April 10, 2007 under the laws of the State of Nevada.
ASAP Expo is a holding company that operates real estate, investment banking and consulting for Chinese companies. Our mission is to be the bridge between China and the Western world. Our Global Business Services division has added EB-5 Investment Visa consulting to overseas individuals seeking opportunities in the U.S. Our Investment Banking Services division lists Chinese companies on the public trading markets in the USA or Europe. Our Real Estate division assists with institutional and high net worth individuals with acquisition advisory and asset management.
Prior to July 2011, the Investment Banking Services division was the core business of ASAP Expo. ASAP Expo helped small and medium sized business raise funds and promote business through capital markets.
In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services along with investment banking services for Chinese companies.
BASIS OF PRESENTATION
The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
At December 31, 2011, the Company has a capital deficiency of approximately $1,126,292 resulted from the accumulated deficit of its former parent company that was transferred to the Company upon its spin-off from the parent company, and a lack of profitable operating history. The Company hopes to increase revenues from its real estate business and financial advisory services 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 services and its ability to obtain new customers 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.
USE OF ESTIMATES
The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION
Accounting Standards Codification (‘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 trade show booth sales and consulting fees and management fee.
Consulting Fees
The Consulting fees 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.
Management Fee
The management fee is recognized when earned.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2011, the FASB issued ASU 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU is the result of joint efforts by the FASB and International Accounting Standards Board (“IASB”) to develop a single, converged fair value framework — that is, converged guidance on how (not when) to measure fair value and on what disclosures to provide about fair value measurements. Thus, there are few differences between this ASU and its international counterpart, IFRS 13. While this ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands Topic 820’s existing disclosure requirements for fair value measurements and makes other amendments. Many of these amendments were made to eliminate unnecessary wording differences between U.S. GAAP and IFRSs. However, some could change how the fair value measurement guidance in Topic 820 is applied. This ASU is effective for interim and annual periods beginning after December 15, 2011 for public entities. This ASU is not expected to have a material impact on the Company’s financial statements.
In June 2011, the FASB issued ASU 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which revises the manner in which entities present comprehensive income in their financial statements. This ASU removes the presentation options in Topic 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. This ASU does not change the items that must be reported in other comprehensive income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. This ASU does not require incremental disclosures in addition to those required by Topic 250 or any transition guidance. This ASU is not expected to have a material impact on the Company’s financial statements except for a revision of presentation of comprehensive income.
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This ASU requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this ASU only requires enhanced disclosure, the adoption is not expected to have an impact on the Company’s financial position or results of operations.
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Among the new provision in ASU 2011-05 is a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which the net income is presented and the statement in which other comprehensive income is presented (for both interim periods and fiscal years); however this reclassification requirement is indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB at a future date. This ASU is not expected to have a material impact on the Company’s financial statements.
NOTE 2 – PREPAID EXPENSES AND OTHER RECEIVABLES
At December 31, 2011, prepaid expenses and other receivables consisted of a $175,000 deposit to escrow for purchasing a hotel. The deal was cancelled in January 2012 and the deposit was refunded.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
December 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Automobile
|
$
|
-
|
$
|
64,431
|
||||
|
-
|
64,431
|
|||||||
|
Less: Accumulated depreciation
|
-
|
(26,846
|
)
|
|||||
|
$
|
-
|
$
|
37,585
|
|||||
At December 31, 2011, the automobile was transferred to Frank Yuan, CEO of the Company, as payment for his convertible note.
NOTE 4 – LONG-TERM INVESTMENT
In September 2009, the Company made a long-term investment in ASAP Hotel, Inc. (“ASAP Hotel”) to purchase 19.84% of equity interest for $200,000. At July 1, 2011, the Company sold the 19.84% equity interest in ASAP Hotel back to ASAP Hotel for its carrying balance of $193,559.69. The equity method had been used for this investment up to July 1, 2011.
ASAP Hotel had no activities from January 1, 2011 to July 1, 2011.
The following table provides the summary of balance sheet information for ASAP Hotel as of July 1, 2011 and December 31, 2010, respectively:
|
ASAP HOTEL, INC.
|
||||||||
|
July 1, 2011
|
December 31, 2010
|
|||||||
|
Total assets
|
$
|
5,367,539
|
$
|
5,379,103
|
||||
|
Total liabilities
|
-
|
-
|
||||||
|
Net assets
|
5,367,539
|
5,379,103
|
||||||
|
ASAP Expo's 19.84% ownership
|
1,064,990
|
1,067,284
|
||||||
|
Ending balance of investment account
|
193,560
|
195,854
|
||||||
|
Difference
|
871,430
|
871,430
|
||||||
The difference of $871,430 was mainly due to the discount when ASAP Expo purchased the 19.84% of ownership in ASAP Hotel. ASAP Hotel’s net asset was $5,400,000 and ASAP Expo invested $200,000 (instead of $1,071,430) to purchase the 19.84% of ownership in ASAP Hotel.
NOTE 5 – 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.
In July 2011, ASAP Hotel decided to determinate the plan of going public. Of the $500,000 deferred revenue related to the advisory services fee, $300,000 was refunded back to ASAP Hotel, $193,560 was used as capital returned by ASAP Hotel to redeem ASAP Expo’s 19.84% investment in ASAP Hotel, and the remaining $6,440 was recorded as consulting fee for the miscellaneous consulting work ASAP Expo did for ASAP Hotel.
NOTE 6 - CAPITAL LEASE
In 2008, the Company entered into an auto loan to acquire a vehicle. At December 31, 2011, the auto loan was assumed by Frank Yuan, CEO of the Company, when the automobile was transferred to him.
NOTE 7 – DUE TO/FROM AFFILIATED COMPANY
At December 31, 2011, ASAP Expo was owed $509 by Friendship Partners LLC in which ASAP Expo’s officers are also members. The advance was non-interest bearing and is payable on demand.
At December 31, 2010, ASAP Expo owed ASAP Hotel $110,102 which included $100,000 advance from ASAP Hotel for the purpose of acquiring used vehicles for ASAP Hotel and exporting them to China.
NOTE 8 - CONVERTIBLE NOTE/LINE-OF-CREDIT, OFFICERS
On January 1, 2011, the Company obtained a convertible note from Frank Yuan, the Company's Chief Executive Officer (“CEO”), and his family which provides for borrowings up to a maximum of $1,800,000 and is due on demand. The note carries an interest rate of 6.0% per annum and is convertible into the Company's equity securities at a conversion price of $0.04 given a written notice of the contemplated conversion describing in reasonable detail the material terms of such equity securities and of the issue is provided. Prior to obtaining the convertible note, the Company had an unsecured revolving line-of-credit from Frank Yuan and certain of his family members which is due upon demand and provided for borrowings up to a maximum of $1,800,000, as amended.
The balance of convertible note as of December 31, 2011 was $1,877,294; the accrued and unpaid interest on the note was $100,858 which is included in accounts payable and accrued expenses. The balance of line-of-credit as of December 31, 2010 was $1,554,473 including unpaid interest of $160,620 which was transferred into principal at December 31, 2010.
NOTE 9 - INCOME TAXES
As of December 31, 2011, the Company had Federal net tax operating loss carry forwards of approximately $671,778 available to offset future taxable income. The carry forwards expire in varying amounts through 2031.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2011 and 2010 are presented below:
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net operating loss (utilized) carryforwards
|
$
|
(48,410)
|
$
|
218,930
|
||||
|
Total deferred tax assets
|
-
|
218,930
|
||||||
|
Reversal of valuation allowance (Valuation allowance)
|
48,410
|
(218,930
|
)
|
|||||
|
Net deferred tax assets
|
$
|
-
|
$
|
-
|
||||
The Company had historically carried a full deferred tax assets valuation allowance so its balance sheet reported no deferred tax assets. At December 31, 2011, the Company reversed deferred tax assets valuation allowance by $48,410 to reflect the effect of net operating loss actually utilized to reduce the tax liability for year 2011.
NOTE 10 - SHAREHOLDERS' DEFICIT
Common Stock
At December 31, 2011, the Company has 45,000,000 shares of common stock authorized and 8,704,669 shares issued and outstanding at par value $0.001 per share.
Options and Warrants
The Company does not have a stock option plan or any options or warrants issued and outstanding as of December 31, 2011.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Starting June 15, 2010, the Company leases office space under a five-year lease term agreement with Shenzhen New World Group. The lease provides for monthly lease payments of $0. Up to November, 2010, the Company subleased part of its office space to one of its affiliated companies for a monthly lease payment of $2,000 and recorded it as management fee.
NOTE 12 - BUSINESS SEGMENTS
Reportable business segments as of and for the periods ended December 31, 2011 and 2010 are as follows:
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues:
|
||||||||
|
Consulting fee
|
$ | 564,128 | $ | 1,815 | ||||
|
Management Fee
|
- | 77,000 | ||||||
| $ | 564,128 | $ | 78,815 | |||||
|
Income (loss) from operations:
|
||||||||
|
Consulting fee
|
$ | 392,891 | $ | (34,173 | ) | |||
|
Management Fee
|
- | 77,000 | ||||||
|
Corporate
|
121,396 | (467,885 | ) | |||||
| $ | 514,287 | $ | (425,059 | ) | ||||
|
Identifiable assets:
|
||||||||
|
Consulting
|
$ | 181,589 | $ | 250,268 | ||||
| $ | 181,589 | $ | 250,268 | |||||
NOTE 13 – SUBSEQUENT EVENT
In January 2012, the deal to purchase a hotel for which the Company made $175,000 deposit was cancelled and the deposit of $173,000 (net of $2000 escrow fee) was refunded on January 18, 2012.
2. Exhibits
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
Location
|
|
31.1
|
Filed herewith.
|
|
|
32.1
|
Filed herewith.
|
|
|
101.INS
|
XBRL Instance Document
|
Furnished electronically with this filing
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Furnished electronically with this filing
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Furnished electronically with this filing
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Furnished electronically with this filing
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Furnished electronically with this filing
|
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ASAP EXPO, INC.
|
|||
|
Date: April 6, 2012
|
By:
|
/s/ Frank Yuan
|
|
|
Frank Yuan
|
|||
|
Chief Executive Officer and President
|
|||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By:
|
/s/ Frank S. Yuan
|
Date: April 6, 2012
|
|
|
Frank S. Yuan
|
|||
|
Director
|
|||
|
By:
|
/s/ Charles Rice
|
Date: April 6, 2012
|
|
|
Charles Rice
|
|||
|
Director
|
|||
|
By:
|
/s/ Deborah Shamaley
|
Date: April 6, 2012
|
|
|
Deborah Shamaley
|
|||
|
Director
|
|||
|
By:
|
/s/ James Vandeberg
|
Date: April 6, 2012
|
|
|
James Vandeberg
|
|||
|
Director
|
|||
|
By:
|
/s/ Peter Lin
|
Date: April 6, 2012
|
|
|
Peter Lin
|
|||
|
Director
|