10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2012
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from  ______________ to ______________

Commission file number: 001-51554

ASAP EXPO, INC.

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

Nevada	22-3962936
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

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

Issuer's telephone number: (213) 625-1200

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes 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. (Check one):

Large accelerated filer o	Accelerated filer  o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

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

Number of shares outstanding of the issuer's classes of common equity, as of March 31, 2012: 8,704,669 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes o    No x

TABLE OF CONTENTS

		Page
PART I   Financial Information
Item 1.	Condensed Financial Statements	3
	Condensed Balance Sheet as of March 31, 2012 (unaudited) and December 31, 2011	3
	Condensed Statements of Operations for the Three Months Ended March 31, 2012 and March 31, 2011 (unaudited)	4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2012 and March 31, 2011 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis or Plan of Operation	9
Item 3.	Controls and Procedures	11
PART II  Other Information
Item 1.	Legal Proceedings	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
Signatures		13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASAP EXPO, INC.
CONDENSED BALANCE SHEETS
	March 31,			December 31,
	2012			2011
	Unaudited
ASSETS
Current Assets
Cash	$	23,891		$	5,280
Prepaid expenses and other receivables		2,229			175,000
Prepaid income taxes		800			800
Due from affiliated company		509			509
Total Current Assets		27,429			181,589
Total Assets	$	27,429		$	181,589
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	127,484		$	101,718
Total Current Liabilities		127,484			101,718
Long-term Liabilities
Convertible note, officers		1,689,562			1,877,294
Total Long-term Liabilities		1,689,562			1,877,294
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, 2012 and December 31, 2011		8,705			8,705
Capital deficiency		(1,126,292	)		(1,126,292	)
Accumulated deficit		(672,030	)		(679,836	)
Total Stockholders' Deficit		(1,789,617	)		(1,797,423	)
Total Liabilities and Stockholders' Deficit	$	27,429		$	181,589

The accompanying notes are an integral part of financial statements.

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ASAP EXPO, INC.
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
	Three Months Ended March 31,
	2012			2011
Revenues:
Consulting fee	$	78,475		$	-
Total revenues		78,475			-
Operating expenses:
Consulting expense		25,000			-
General and administrative		19,953			21,087
Payroll and related benefits		-			3,526
Total operating expenses		44,953			24,613
Income (Loss) from operations		33,522			(24,613	)
Other Income (Expense)
Interest expense		(25,716	)		(23,650	)
Total other (Expense)		(25,716	)		(23,650	)
Income (Loss) before income taxes		7,806			(48,263	)
Income taxes		-			-
Net Income (loss)	$	7,806		$	(48,263	)
Net income (loss) per common share Basic and diluted	$	0.00		$	(0.01	)
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.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net Income (loss)	$	7,806		$	(48,263	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			3,222
Changes in operating assets and liabilities:
Prepaid expenses and other receivables		172,771			2,300
Prepaid income taxes		-			3,689
Accounts payable and accrued expenses		25,765			10,908
Net cash (used in) operating activities		206,342			(28,144	)
Cash flows from investing activities:		-			-
Cash flows from financing activities:
Payments on auto loan		-			(2,362	)
Advance from affiliated company		-			1,633
Proceeds from borrowings on convertible note from officers		51,596			35,112
Repayments of borrowings on convertible note from officers		(239,327	)		(10,746	)
Net cash provided by financing activities		(187,731	)		23,637
Net (decrease) increase in cash		18,611			(4,507	)
Cash, beginning of period		5,280			10,026
Cash, end of period	$	23,891		$	5,519
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	8		$	464
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.

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 March 31, 2012, 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.

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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 are mainly 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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.

NOTE 2 – PREPAID EXPENSES AND OTHER RECEIVABLES

At March 31, 2012, prepaid expenses and other receivables consisted of a $2,229 overpayment on health insurance. The overpayment was refunded in April 2012.

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 – DUE FROM AFFILIATED COMPANY

At March 31, 2012 and 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.

NOTE 4 - 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.

The balance of convertible note as of March 31, 2012 was $1,689,562; the accrued and unpaid interest on the note was $126,566 which is included in accounts payable and accrued expenses. The balance of convertible note as of December 31, 2011 was $1,877,294 and the accrued and unpaid interest on the note was $100,858 .

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NOTE 5 - INCOME TAXES

As of March 31, 2012, the Company had Federal net tax operating loss carry forwards of approximately $663,971 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 March 31, 2012 and December 31, 2011 are presented below:

	Three Months Ended March 31,
	2012			2011
Net operating loss (utilized) carryforwards	$	(2,654	)	$	19,225
Total deferred tax assets		(2,654	)		19,225
Reversal of valuation allowance (Valuation allowance)		2,654			(19,225	)
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 March 31, 2012, the Company reversed deferred tax assets valuation allowance by $2,654 to reflect the effect of net operating loss actually utilized to reduce the tax liability for the period.

NOTE 6 - SHAREHOLDERS' DEFICIT

Common Stock

At March 31, 2012, the Company has 45,000,000 shares of common stock authorized and 8,704,669 shares issued and outstanding at par value $0.00 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, 2012.

NOTE 7 - 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.

NOTE 8 – 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 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 quarterly report for the period ended March 31, 2012. 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 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 three months ended March 31, 2012, the Company earned $78,475 consulting fee income for providing advisory services in real estate acquisition deals. There was no revenue from consulting services for the three months ended March 31, 2011.

Operating Expenses

For the three months ended March 31, 2012, the Company incurred consulting expense of $25,000 for providing advisory services in real estate acquisition deals.

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

For the three months ended March 31, 2012, general and administrative expenses decreased by $1,134 or 5.4% to $19,953 compared to $21,087 for the same period last year. The slight decrease in general and administrative expenses was primarily due to the lower depreciation expense as the automobile was transferred to Frank Yuan, CEO of the Company, as payment for his convertible note at December 31, 2011.

Payroll and related benefits decreased by $3,526 or 100% for the three months ended March 31, 2012 from $3,526 for the same period last year. The decrease was primarily because the Company paid education costs for administrative personnel in the three months ended March 31, 2011.

Interest Expense

Interest expense increased to $25,716 during the three months ended March 31, 2012 from $23,650 for the same period last year. This increase was due to the higher average convertible note balance.

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Net Income/Loss

The Company recorded a net income of $7,807 for the three months ended March 31, 2012, as compared to a net loss of $48,263 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 deficit was $100,055 at March 31, 2012, as compared to a working capital of $79,871 at December 31, 2011. 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 March 31, 2012 was $1,689,562, and the accrued and unpaid interest was $126,566.

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, 2012.

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.

10

Revenues are mainly 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.

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 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.

ITEM 3. 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

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 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

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: May 14, 2012	By:	/s/ Frank S. Yuan
		Frank S. Yuan, Chairman, Chief Executive Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Frank S. Yuan, certify that:

1. I have reviewed this report on Form 10-Q of ASAP Expo, Inc. (the "Registrant");

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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) 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 c) 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 that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting; and;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of 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.

By:  /s/ Frank S. Yuan                               

Frank S. Yuan

Chief Executive Officer and, Chief Financial Officer

(Principal Executive and Accounting Officer)

May 14, 2012

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the ASAP Expo, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank S. Yuan, Chairman, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) 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 such Quarterly Report on Form 10/A fairly presents in all material respects the financial condition and results of operations of the Company.

By:  /s/ Frank S. Yuan                               

Frank S. Yuan

Chief Executive Officer, Chief Financial Officer and Director

May 14, 2012

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO ASAP EXPO, INC. AND WILL BE RETAINED BY ASAP EXPO, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

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NOTE 4 - CONVERTIBLE NOTE, OFFICERS

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Text Block]

NOTE 4 - 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.

The balance of convertible note as of March 31, 2012 was $1,689,562; the accrued and unpaid interest on the note was $126,566 which is included in accounts payable and accrued expenses. The balance of convertible note as of December 31, 2011 was $1,877,294 and the accrued and unpaid interest on the note was $100,858 .

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NOTE 3 - DUE FROM AFFILIATED COMPANY

3 Months Ended

Mar. 31, 2012

Related Party Transactions Disclosure [Text Block]

NOTE 3 – DUE FROM AFFILIATED COMPANY

At March 31, 2012 and 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.

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BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current Assets
Cash	$ 23,891	$ 5,280
Prepaid expenses and other receivables	2,229	175,000
Prepaid income taxes	800	800
Due from affiliated company	509	509
Total Current Assets	27,429	181,589
Total Assets	27,429	181,589
Current Liabilities
Accounts payable and accrued expenses	127,484	101,718
Total Current Liabilities	127,484	101,718
Long-term Liabilities
Convertible note, officers	1,689,562	1,877,294
Total Long-term Liabilities	1,689,562	1,877,294
Commitments and contingencies	0	0
Stockholders' Deficit
Common stock, $.001 par value, 45,000,000 shares authorized, 8,704,669 shares issued and outstanding at March 31, 2012 and December 31, 2011	8,705	8,705
Capital deficiency	(1,126,292)	(1,126,292)
Accumulated deficit	(672,030)	(679,836)
Total Stockholders' Deficit	(1,789,617)	(1,797,423)
Total Liabilities and Stockholders' Deficit	$ 27,429	$ 181,589

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

Significant Accounting Policies [Text Block]

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 March 31, 2012, 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 are mainly 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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.

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NOTE 2 - PREPAID EXPENSES AND OTHER RECEIVABLES

3 Months Ended

Mar. 31, 2012

Other Assets Disclosure [Text Block]

NOTE 2 – PREPAID EXPENSES AND OTHER RECEIVABLES

At March 31, 2012, prepaid expenses and other receivables consisted of a $2,229 overpayment on health insurance. The overpayment was refunded in April 2012.

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.

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BALANCE SHEETS (Parentheticals) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	8,704,669	8,704,669
Common stock, shares outstanding	8,704,669	8,704,669

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Document And Entity Information	3 Months Ended
	Mar. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ASAP Expo, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	8,704,669
Amendment Flag	false
Entity Central Index Key	0001419275
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues:
Consulting fee	$ 78,475
Total revenues	78,475
Operating expenses:
Consulting expense	25,000
General and administrative	19,953	21,087
Payroll and related benefits		3,526
Total operating expenses	44,953	24,613
Income (Loss) from operations	33,522	(24,613)
Other Income (Expense)
Interest expense	(25,716)	(23,650)
Total other (Expense)	(25,716)	(23,650)
Income (Loss) before income taxes	7,806	(48,263)
Income taxes	0	0
Net Income (loss)	$ 7,806	$ (48,263)
Net income (loss) per common share Basic and diluted (in Dollars per share)	$ 0.00	$ (0.01)
Weighted average common shares outstanding Basic and diluted (in Shares)	8,704,669	8,704,669

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NOTE 7 - COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Text Block]

NOTE 7 - 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.

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NOTE 6 - SHAREHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 - SHAREHOLDERS' DEFICIT

Common Stock

At March 31, 2012, the Company has 45,000,000 shares of common stock authorized and 8,704,669 shares issued and outstanding at par value $0.00 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, 2012.

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NOTE 8 - SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2012

Subsequent Events [Text Block]

NOTE 8 – 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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STATEMENT OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net Income (loss)	$ 7,806	$ (48,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		3,222
Changes in operating assets and liabilities:
Prepaid expenses and other receivables	172,771	2,300
Prepaid income taxes		3,689
Accounts payable and accrued expenses	25,765	10,908
Net cash (used in) operating activities	206,342	(28,144)
Cash flows from investing activities:	0	0
Cash flows from financing activities:
Payments on auto loan		(2,362)
Advance from affiliated company		1,633
Proceeds from borrowings on convertible note from officers	51,596	35,112
Repayments of borrowings on convertible note from officers	(239,327)	(10,746)
Net cash provided by financing activities	(187,731)	23,637
Net (decrease) increase in cash	18,611	(4,507)
Cash, beginning of period	5,280	10,026
Cash, end of period	23,891	5,519
Cash paid during the period
Interest	8	464
Income taxes	$ 0	$ 0

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NOTE 5 - INCOME TAXES

3 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Text Block]

NOTE 5 - INCOME TAXES

As of March 31, 2012, the Company had Federal net tax operating loss carry forwards of approximately $663,971 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 March 31, 2012 and December 31, 2011 are presented below:

	Three Months Ended March 31,
	2012			2011
Net operating loss (utilized) carryforwards	$	(2,654	)	$	19,225
Total deferred tax assets		(2,654	)		19,225
Reversal of valuation allowance (Valuation allowance)		2,654			(19,225	)
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 March 31, 2012, the Company reversed deferred tax assets valuation allowance by $2,654 to reflect the effect of net operating loss actually utilized to reduce the tax liability for the period.