10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment #1

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

For the quarterly period ended March 31, 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 xNo 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o  Noo  Not Applicable  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 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 March 31, 2011, the registrant had 8,704,669 Shares of Common Stock (One Class), par value $0.001 per share, issued and outstanding.

EXPLANATORY NOTE

ASAP Expo, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-Q/A to our Report on Form 10-Q for the fiscal quarter ended March 31, 2011 (the “Report”) for the purpose of including an updated Facing Sheet format page, correct Commission File Number, table of contents in accordance with Regulation S-B, as well as Article 8 of Regulation S-X, clarify within Evaluation of Controls and Procedures section that our Chief Executive Officer also performs the role of Chief Financial Officer, updated the Evaluation Date to be as of July 14, 2011, have updated the disclosure controls and procedures with internal controls over financial report into two separate control systems that are reported on separately, considered management’s failure to perform or complete its report on internal control over financial reporting did not significantly impact its conclusions regarding the effectiveness of our disclosure controls and procedures as of March 31, 2011, updated the statement to reflect no changes that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, and certifications.

Except as described above, no other amendments are being made to this Report.  This Form 10-Q/A does not reflect events occurring after the May 23, 2011 filing of our Report or modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above.

   ASAP EXPO INC.

__________________

INDEX

to Quarterly Report on Form 10-Q

for the Quarter Ended March 31, 2011

			Page
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS			4
PART I		FINANCIAL INFORMATION
	Item 1.	Condensed Financial Statements (unaudited)	5
		Condensed Balance Sheets at March 31, 2011 (unaudited) and December 31, 2010	5
		Condensed Statements of Operations for the three months ended March 31, 2011 and 2010 (unaudited)	6
		Condensed Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited)	7
		Notes to Condensed Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition	14
	Item 3.	Controls and Procedures	17
PART II		OTHER INFORMATION
	Item 1.	Legal Proceedings	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	18
SIGNATURES			19
EXHIBITS			20

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 March 31, 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
	March 31,			December 31,
	2011			2010
	Unaudited
ASSETS
Current Assets
Cash	$	5,519		$	10,026
Prepaid expenses and other receivables		305			2,605
Prepaid income taxes		-			3,689
Due from affiliated company		509			509
Total Current Assets		6,333			16,829
Property and equipment, net		34,363			37,585
Long-term Investment		195,854			195,854
Total Assets	$	236,550		$	250,268
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	23,530		$	12,623
Deferred Revenue		500,000			500,000
Capitalized Lease, current		14,589			14,468
Due to affiliated company		111,735			110,102
Total Current Liabilities		649,854			637,193
Long-term Liabilities
Capitalized Lease, noncurrent		20,619			23,101
Convertible note, officers		1,578,839			1,554,473
Total Long-term Liabilities		1,599,458			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 March 31, 2011 and December 31, 2010		8,705			8,705
Capital deficiency		(1,126,292	)		(1,126,292	)
Accumulated deficit		(895,175	)		(846,912	)
Total Stockholders' Deficit		(2,012,762	)		(1,964,499	)
Total Liabilities and Stockholders' Deficit	$	236,550		$	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 March 31,
	2011			2010
Revenues:
Management Fee	$	-		$	21,000
Total revenues		-			21,000
Operating expenses:
General and administrative		21,087			40,618
Payroll and related benefits		3,526			94,485
Total operating expenses		24,613			135,103
(Loss) from operations		(24,613	)		(114,103	)
Other Income (Expense)
Interest  expense		(23,650	)		(28,968	)
Total other (Expense)		(23,650	)		(28,968	)
(Loss) before income taxes		(48,263	)		(143,071	)
Income taxes		-			800
Net (loss)	$	(48,263	)	$	(143,871	)
Net (loss) per common share
Basic and diluted	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding
Basic and diluted		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
	Three Months Ended March 31,
	2011				2010
Cash flows from operating activities:
Net loss	$	(48,263	)	$	(143,871	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense		3,222			3,222
Changes in operating assets and liabilities:
Prepaid expenses and other receivables		2,300			5,730
Prepaid income taxes		3,689			800
Accounts payable and accrued expenses		10,908			34,125
Net cash (used in) operating activities		(28,144	)		(99,994	)
Cash flows from financing activities:
Payments on auto loan		(2,362	)		(2,256	)
Advance from affiliated company		1,633			(53,972	)
Proceeds from borrowings on line-of-credit from officers		35,112			161,200
Repayments of borrowings on line-of-credit from officers		(10,746	)		(2,659	)
Net cash provided by financing activities		23,637			102,313
Net (decrease) increase in cash		(4,507	)		2,319
Cash, beginning of period		10,026			5,785
Cash, end of period	$	5,519		$	8,104
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	464		$	500
Income taxes	$	-		$	-

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

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

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

ASAP Expo provides investment banking, management consulting and global trading services for Chinese companies. The mission is to bridge the China and the Western world.

The Investment Banking Services division helps Chinese companies list on the public trading markets in the USA or Europe. Management Consultant division assists our own portfolio companies to meet Western management standards and enhance its value in the public market arena. Global Business Services division provides consulting to entities seeking business opportunities in the U.S, Europe, and China.

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.

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At March 31, 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 $620,364 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.

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.

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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 April 2010, the FASB issued the amendment to ASC Topic 718, “Compensation – Stock Compensation”, which provides clarification that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should not be considered to contain a condition that is not a market, performance, or service condition. As a result, an entity would not classify such an award as a liability if it otherwise qualifies as equity. This topic was effective for periods beginning on or after December 15, 2010. Adoption of this topic had no material effect on the Company’s consolidated financial statements.

NOTE 2 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	March 31,			December 31,
	2011			2010
Automobile	$	64,431		$	64,431
		64,431			64,431
Less: Accumulated depreciation		(30,068	)		(26,846	)
	$	34,363		$	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.  The equity method has been used for this investment for the three months ended March 31, 2011.  The balance for the investment including earnings from the investment as of March 31, 2011 was $195,854.

ASAP Hotel had no activities for the three months ended March 31, 2011.

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The following table provides the summary of balance sheet information for ASAP Hotel as of March 31, 2011:

ASAP HOTEL, INC.
	March 31, 2011		December 31, 2010
Total assets	$	5,379,103	$	5,379,103
Total liabilities		-		-
Net assets		5,379,103		5,379,103
ASAP Expo's 19.84% ownership		1,067,284		1,067,284
Ending balance of investment account		195,854		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 4 – DEFERRED REVENUE

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

At March 31, 2011, the deferred revenue was $500,000 for the advisory services provided to one of its affiliated companies.

NOTE 5 - CAPITAL LEASE

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

For the Year Ended December 31:
2011	$	14,680
2012		16,015
2013		6,673
Less amount representing interest at 5% per annum		(2,160	)
		35,208
Less Current Portion		(14,589	)
Long Term Portion	$	20,619

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NOTE 6 – DUE TO AFFILIATED COMPANY

ASAP Hotel advanced the Company $100,000 for the purpose of acquiring used vehicles for ASAP Hotel and exporting them to China.  ASAP Hotel’s China WOFE is allowed to import up to eight used vehicles into China.  At March 31, 2011 no automobiles had been purchased for, or exported to, ASAP Hotel. In addition, ASAP Expo owed ASAP Hotel $11,735 at March 31, 2011 for over reimbursed travel expenses. The advances were non interest bearing and are payable on demand.

At March 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 are 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, 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 March 31, 2010 was $1,578,839; the accrued and unpaid interest was $23,186. The balance of line-of-credit as of December 31, 2010 was $1,554,473 including capitalized accrued and unpaid interest of $160,620.

NOTE 8 - INCOME TAXES

In connection with the spin-off, the tax attributes associated with parent company was not retained by the Company. As of March 31, 2011, the Company had Federal net tax operating loss carry forwards of approximately $887,117 available to offset future taxable income. The carry forwards expire in varying amounts through 2030.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at March 31, 2011 and 2010 are presented below:

	Three Months Ended March 31,
	2011			2010
Deferred tax assets:
Net operating loss carryforwards	$	19,225		$	57,310
Total deferred tax assets		19,225			57,310
Less: valuation allowance		(19,225	)		(57,310	)
Net deferred tax assets	$	-		$	-

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NOTE 9 - SHAREHOLDERS' DEFICIT

Common Stock

At March 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 March 31, 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. Up to November, 2010, the Company subleased part of its office space to one of its affiliated companies for monthly lease payment of $2,000 and recorded it as management fee.

NOTE 11 – SUBSEQUENT EVENT

The Company has evaluated subsequent events for potential recognition and disclosure through the date the financial statements were issued.

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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 March 31, 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 provides investment banking, management consulting and global trading services to Chinese companies. The mission is to bridge the China and the Western world.

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.

Management Consultant division assists our own portfolio companies to meet Western management standards and enhance its value in the public market arena.

Global Business Services division provides consulting to entities seeking business opportunities in the U.S, Europe, and China. Its 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. 

RESULTS OF OPERATIONS

Three Months Ended March 31, 2011 and 2010

Revenue

During the three months ended March 31, 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. There was no management fee income for the three months ended March 31, 2011.

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Operating Expenses

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

General and administrative expenses decreased by $19,531, or 48.1%, to $21,087 for the three months ended March 31, 2011, as compared to $40,618 for the same period last year. The decrease in general and administrative expenses was primarily due to the Company cut the spending.

Payroll and related benefits decreased by approximately $90,959 or 96.3% to $3,526 for the three months ended March 31, 2011 from $94,485 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 first quarter of 2010, the Company was still paying employees in the United States and overseas.

Interest Expense

Interest expense decreased to $23,650 during the three months ended March 31, 2011 from $28,968 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 three months ended March 31, 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 Loss

The Company recorded a net loss of $48,263 for the three months ended March 31, 2011 as compared to a net loss of $143,871 for the same period last year. The decrease in the net loss was mainly due to the decrease in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit was $643,521 at March 31, 2011, as compared to $620,364 at December 31, 2010. During the next twelve months, ASAP Expo will focus on its investment banking, management consulting 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 March 31, 2011 was $1,578,839, and the accrued and unpaid interest was $23,186.

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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 no 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 consulting fee and management fees.

Consulting Fees

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

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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 April 2010, the FASB issued the amendment to ASC Topic 718, “Compensation – Stock Compensation”, which provides clarification that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should not be considered to contain a condition that is not a market, performance, or service condition. As a result, an entity would not classify such an award as a liability if it otherwise qualifies as equity. This topic will be effective for periods beginning on or after December 15, 2010. The Company has not elected to early adopt this topic and is evaluating the impact that this topic will have on the Company’s financial statements.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our President 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 President 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 President 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.

17

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Even though there is no legal proceeding for ASAP Expo Inc., as of now, the relationship between ASAP Expo Inc. and ASAP Hotel Management Corp (“ASAP Hotel”) may be reviewed in the future because of the current legal proceedings between Mr. Frank Yuan, CEO of ASAP Expo and ASAP Hotel, and ASAP Hotel’s minority shareholder’s group since ASAP Expo owns 19.84% of ASAP Hotel.

On February 19, 2010, Mr. Yuan and ASAP Hotel was served with a complaint by minority investors Case Number BC432064 at the California Superior Court for rescinding agreement and investment, fraud, breach of contract, etc.   On March 23, 2010, Yuan and ASAP Hotel filed a cross-complaint against Ms. Xu, Rump Board and former employee Mr. Ian YiZhe Zhang for same allegations.

On September 20, 2010 the Honorable Judge Barbara Meiers issued Right to Attach ruling on the Company ASAP Hotel assets.  On November 19, 2010 the Honorable Judge Rita Miller granted a preliminary injunction on behalf of plaintiffs against Frank Yuan and ASAP Hotel to maintain the current status quo.  On December 6, 2010 Yuan and Hotel filed a notice of appeal for the mandatory injunction which is automatically stayed during appeal.

Management believes that if ASAP Hotel were forced to liquidate, the 19.84% ownership share of ASAP Hotel would be worth 0.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

18

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: July 18, 2011	By:	/s/ Frank S. Yuan
		Frank S. Yuan, Chairman, Chief Executive Officer

19

EXHIBIT IND EX

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.

20

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

CERTIFICATION OF PRINCIPAL EXECUTIVE

OFFICER PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Frank S Yuan, certify that:

(1)   I have reviewed this quarterly report on Form 10-Q/A of ASAP Expo Inc.;

(2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Frank S Yuan                                                                                Date:  July 18, 2011                                           

Frank S Yuan

Principal Executive Officer

And Principal Accounting and Financial Officer

EX-32.1

EXHIBIT 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

In connection with the quarterly report on Form 10-Q/A of ASAP Expo Inc. (the “Company”) for the three months ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S Yuan, as principal executive officer of the Company, and I, Frank S Yuan, as principal accounting and financial officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Frank S Yuan                                                                                     Date:  July 18, 2011

Frank S Yuan

Principal Executive Officer

/s/ Frank S Yuan                                                                                     Date:  July 18, 2011

Frank S Yuan

Principal Accounting and Financial Officer

The certifications filed under this Exhibit 32.1 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of ASAP Expo Inc under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language contained in any such filing, except to the extent that ASAP Expo Inc. specifically incorporates it by reference.