RYVYL Inc. - Quarter Report: 2011 September (Form 10-Q)

asapexpo10q093011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 001-34294

ASAP EXPO INC.

(Exact name of small business issuer in its charter)

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

345 S. FIGUEROA ST. SUITE M09 LOS ANGELES, CA	90071
(Address of principal executive offices)	(Zip Code)

213-625-1200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

As of November 11 2011, the registrant had 8,704,669 Shares of Common Stock (One Class), par value $0.001 per share, issued and outstanding.

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ASAP EXPO INC.

__________________

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		Page

	CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	4

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	12

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15

ITEM 4	CONTROLS AND PRECEDURES	15

PART II OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	16

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16

ITEM 4	REMOVED AND RESERVED	16

ITEM 5	OTHER INFORMATION	16

ITEM 6	EXHIBITS	16

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Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” and the “Company” are to ASAP Expo Inc., a Nevada corporation.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Quarterly Report on Form 10-Q (“Report”) contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to revenues, profitability, adequacy of funds from operations, and cash flows and financing are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from historical results as well as the results expressed in, anticipated or implied by these forward-looking statements.

For a more detailed discussion of some of the factors that may affect our business, results and prospects, see our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on April 15, 2011, as well as various disclosures made by us in this Report and in our other reports we file with the Securities and Exchange Commission, including our periodic reports on Form 10-Q and current reports on Form 8-K. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASAP EXPO, INC.

BALANCE SHEETS

	September 30, 2011			December 31, 2010
	Unaudited

ASSETS
Current Assets
Cash	$	6,304		$	10,026
Accounts Receivable		55,938			-
Prepaid expenses and other receivables		-			2,605
Prepaid income taxes		800			3,689
Due from affiliated company		509			509
Total Current Assets		63,551			16,829

Property and equipment, net		27,920			37,585
Long-term Investment		-			195,854

Total Assets	$	91,471		$	250,268

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	73,674		$	12,623
Deferred Revenue		-			500,000
Capitalized Lease, current		15,081			14,468
Due to affiliated company		-			110,102
Total Current Liabilities		88,755			637,193

Long-term Liabilities
Capitalized Lease, noncurrent		10,481			23,101
Convertible note, officers		1,718,988			1,554,473
Total Long-term Liabilities		1,729,469			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 September 30, 2011 and December 31, 2010		8,705			8,705
Capital deficiency		(1,126,292	)		(1,126,292	)
Accumulated deficit		(609,166	)		(846,912	)
Total Stockholders' Deficit		(1,726,753	)		(1,964,499	)

Total Liabilities and Stockholders' Deficit	$	91,471		$	250,268

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.

STATEMENTS OF OPERATIONS

UNAUDITED

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010

Revenues:
Consulting fee	$	401,329		$	-		$	401,329		$	-
Management Fee		-			21,000			-			63,000
Total revenues		401,329			21,000			401,329			63,000

Operating expenses:
General and administrative		22,862			19,907			74,916			97,676
Payroll and related benefits		3,736			95,883			12,013			283,747
Total operating expenses		26,598			115,790			86,929			381,423

Income (Loss) from operations		374,731			(94,790	)		314,400			(318,423	)

Other Income (Expense)
Investment Income (loss)		(2,294	)		-			(2,294	)		-
Interest expense		(27,226	)		(37,464	)		(74,360	)		(94,748	)
Total other (Expense)		(29,520	)		(37,464	)		(76,654	)		(94,748	)

Income (Loss) before income taxes		345,211			(132,254	)		237,746			(413,171	)
Income taxes		-			-			-			800

Net Income (loss)	$	345,211		$	(132,254	)	$	237,746		$	(413,971	)

Net (loss) per common share
Basic	$	0.04		$	(0.02	)	$	0.03		$	(0.05	)
Diluted	$	0.04		$	(0.02	)	$	0.03		$	(0.05	)

Weighted average common shares outstanding
Basic		8,704,669			8,704,669			8,704,669			8,704,669
Diluted		8,704,669			8,704,669			8,704,669			8,704,669

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.

STATEMENTS OF CASH FLOWS

UNAUDITED

	Nine Months Ended September 30,
	2011				2010
Cash flows from operating activities:
Net loss	$	237,746		$	(413,971	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		9,665			9,665
Bad debt on other receivable		305			-
Loss (gain) on investment		2,294			-
Changes in operating assets and liabilities:
Accounts receivable		(55,938	)		-
Prepaid expenses and other receivables		2,300			3,429
Prepaid income taxes		2,889			848
Accounts payable and accrued expenses		61,051			98,692
Deferred revenues		(306,440	)		7,000

Net cash (used in) operating activities		(46,128	)		(294,337	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Payments on auto loan		(12,007	)		(9,138	)
Advance from (Repayment to) affiliated company		(110,102	)		5,593
Proceeds from borrowings on line-of-credit from officers		483,250			514,485
Repayments of borrowings on line-of-credit from officers		(318,735	)		(215,379	)

Net cash provided by financing activities		42,406			295,561

Net (decrease) increase in cash		(3,722	)		1,224

Cash, beginning of period		10,026			5,785

Cash, end of period	$	6,304		$	7,009

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	686		$	405
Income taxes	$	(2,889	)	$	(48	)

Non-cash investing and financing activities:
Deferred revenue applied as return of capital from long-term investment	$	193,560		$	-

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

UNAUDITED

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, was incorporated on April 10, 2007 under the laws of the State of Nevada.

ASAP Expo is a company that operates real estate, provides investment banking and consulting services for Chinese companies. The mission is to be the bridge between the 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.

UNAUDITED INTERIM FINANCIAL INFORMATION

These unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (the “GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with the GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2011.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2010, included in the Company’s 2010 Annual Report on Form 10-K.

GOING CONCERN

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

At September 30, 2011, the Company has a capital deficiency of $1,126,292 resulted from the accumulated deficit of its parent company that was transferred to the Company upon spin-off, negative working capital of $669,470 and a lack of profitable operating history. The Company hopes to increase revenues from its 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.

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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 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 consolidated 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 consolidated financial statements except for a revision of presentation of comprehensive income.

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NOTE 2 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	September 31,			December 31,
	2011			2010

Automobile	$	64,431		$	64,431
		64,431			64,431
Less: Accumulated depreciation		(36,511	)		(26,846	)
	$	27,920		$	37,585

NOTE 3 – 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 has 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.

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NOTE 4 – DEFERRED REVENUE

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

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 5 - CAPITAL LEASE

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

For the Year Ended December 31:
2011	$	4,003
2012		16,015
2013		6,673
Less amount representing interest at 5% per annum		(1,129	)
		25,562
Less Current Portion		(15,081	)
Long Term Portion	$	10,481

NOTE 6 – DUE TO AFFILIATED COMPANY

At September 30, 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.

NOTE 7 - CONVERTIBLE NOTE, 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 September 30, 2010 was $1,718,988; the accrued and unpaid interest on the note was $73,674 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 8 - INCOME TAXES

As of September 30, 2011, the Company had Federal net tax operating loss carry forwards of approximately $601,108 available to offset future taxable income. The carry forwards expire in varying amounts through 2031.

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at September 30, 2011 and 2010 are presented below:

	Nine Months Ended September 30,
	2011		2010

Deferred tax assets:
Net operating loss carryforwards	$	-	$	112,220
Total deferred tax assets		-		112,220
Less: valuation allowance		-		(112,220	)
Net deferred tax assets	$	-	$	-

NOTE 9 - SHAREHOLDERS' DEFICIT

Common Stock

At September 30, 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 September 30, 2011.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating Lease

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.

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

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report for the period ended September 30, 2011. This quarterly report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

OVERVIEW

ASAP Expo is a 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 proving 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

Three and Nine Months Ended September 30, 2011 and 2010

Revenue

During the three and nine months ended September 30, 2011, the Company earned $401,329 consulting fee income for providing advisory services in real estate acquisition deals. There was no consulting fee income for the three and nine months ended September 30, 2010.

During the three and nine months ended September 30, 2010, the Company provided office space and staff to help ASAP Hotel start up its business operations, accordingly, charged a management fee of $21,000 and $63,000, respectively. There was no management fee income for the three and nine months ended September 30, 2011.

Operating Expenses

General and administrative expenses consist primarily of administrative personnel costs, facilities expenses, and professional fee expenses.

General and administrative expenses increased by $2,955, or 14.8%, to $22,862 for the three months ended September 30, 2011, as compared to $19,907 for the same period last year. The increase was mainly due to higher travel expenses. For the nine months ended September 30, 2011, general and administrative expenses decreased by $22,760 or 23.3% to $74,916 compared to $97,676 for the same period last year. The decrease in general and administrative expenses was primarily due to the Company no long pays rent starting June 15, 2010, the lower professional fee and office expenses.

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Payroll and related benefits decreased by approximately $92,147 or 96.1% to $3,736 for the three months ended September 30, 2011 from $95,883 for the same period last year. For the nine months ended September 30, 2011, payroll and related benefits decreased by $271,734 or 95.8% to $12,013 compared to $283,747 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 second quarter and the first nine months of 2010, the Company was still paying employees in the United States and overseas.

Interest Expense

Interest expense decreased to $27,226 during the three months ended September 30, 2011 from $37,464 for the same period last year, and decreased to $74,360 during the nine months ended September 30, 2011 from $94,748 for the same period last year. This decrease is due to lower interest rate of 6% versus 10% in the same period last year.

Income Taxes

Income taxes for the nine months ended September 30, 2011 were $0 compared to $800 for the same period last year. The decrease was due to the Company has terminated its registration in California state since 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 $345,211 and $237,746 for the three and nine months ended September 30, 2011, respectively, as compared to a net loss of $132,254 and $413,971 for the same periods last year, respectively. 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 deficit was $25,204 at September 30, 2011, as compared to $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 September 30, 2011 was $1,718,988, and the accrued and unpaid interest was $73,674.

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, 2010 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.

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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 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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, 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 amended) as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting and, as such, are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met (see the section below in this Item 3 entitled Limitations on the Effectiveness of Internal Controls ).

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. REMOVED AND RESERVED

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

31.1	Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act
32.1	Certifications of the Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Furnished electronically with this filing

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SIGNATURES

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

	ASAP EXPO, INC. (Registrant)

Date: November 14, 2011	By:	/s/ Frank S. Yuan
		Frank S. Yuan, Chairman, Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description	Location

31.1	Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934	Filed herewith.

32.1	Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and to 18 U.S.C. Section 1350	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

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished electronically with this filing

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