ASAP Expo, Inc. (Form: S-1, Received: 02/12/2008 12:20:50)

U .S. Securities and Exchange Commission

Washington, D.C 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ASAP EXPO, INC.

(Name of small business issuer in its charter)

Nevada	7389	20-2934409
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

9436 Jacob Lane

Rosemead, California 91731

626-297-1800

(Address and telephone number of principal executive offices and principal place of business)

Copies to:

James Vandeberg

The Otto Law Group, PLLC

601 Union Street, Suite 4500, Seattle, WA 98101

Tel. (206) 262-9545

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock Total:		8,701,480	$.01	$87,014.80	$3.42

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”). The issuer has a negative book value, thus it has chosen to use the above estimate.

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PROSPECTUS

ASAP EXPO, INC.

8,701,480 Shares of Common Stock

This prospectus (the “Prospectus”) relates to the distribution of up to 8,701,480 shares of common stock of ASAP Expo, Inc., a Nevada corporation (“ASAP Expo” or the “Company”) (the “Shares” or the “Securities”), by China Yili Petroleum Company (“China Yili”) who owns one hundred percent (100%) of ASAP Expo. The Shares are being distributed in the form of a dividend to China Yili’s common stock shareholders on a pro rata basis. ASAP Expo will not receive any proceeds in the distribution of the Shares by China Yili. ASAP Expo will pay all expenses in connection with this offering.

Upon registration and listing on the Over The Counter Bulletin Board (“OTCBB”) following the filing of a Form 15c 2-11, ASAP Expo’s shareholders may sell the Shares on the OTCBB or on any other market or stock exchange on which the Company’s common stock may be traded or listed at the time of sale. The Company may also sell Shares in block transactions or private transactions or otherwise, through brokers or dealers. These sales will be made either at market prices prevailing at the time of sale or at negotiated prices.

The Securities offered hereby involve a high degree of risk. For a discussion of certain considerations associated with the purchase of the Shares offered hereby, see the section titled “Risk Factors” of this Prospectus.

These Securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

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Items	Page

Front of Registration Statement and Outside Front Cover of Prospectus	1
Inside Front and Outside Back Cover Pages of Prospectus	2
Summary Information and Risk Factors	4
Use of Proceeds	6
Determination of Offering Price	6
Dilution	6
Selling Security Holders	6
Plan of Distribution	6
Description of Securities	7
Interest of Named Experts and Counsel	8
Description of Business	8
Description of Property	9
Legal Proceedings	9
Market for Common Equity and Related Stockholder Matters	9
Financial Statements	9
Supplementary Financial Information	10
Management’s Discussion and Analysis or Plan of Operation	10
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	13
Quantitative and Qualitative Disclosures about Market Risk	13
Directors, Executive Officers	14
Executive Compensation	15
Security Ownership of Certain Beneficial Owners and Management	16
Certain Relationships and Related Transactions; Organization Within Last Five Years	16
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	16

Part II- Information Not Required in Prospectus

Item 13 - Other Expenses of Issuance and Distribution	17
Item 14 - Indemnification of Directors and Officers	17
Item 15 - Recent Sales of Unregistered Securities	17
Item 16 - Exhibits and Financial Statement Schedules	17
Item 17 - Undertakings	18

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SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

The following summary of this Prospectus does not purport to be complete and is qualified in its entirety by reference to the more detailed information contained in other parts of this Prospectus. Special attention should be directed to the section describing the “Risk Factors” before making any decision on the suitability of this investment

ASAP Expo, Inc.

ASAP Expo, Inc. was incorporated on April 10, 2007 under the laws of the State of Nevada and is a wholly owned subsidiary of China Yili Petroleum Company, a Nevada corporation (“China Yili”), formerly named ASAP Show, Inc (“ASAP Show”). On August 13, 2007, ASAP Show acquired the outstanding capital stock of Sino-American Petroleum Group, Inc., a Delaware corporation (“Sino-American Petroleum”) (the “Merger”), through the issuance of Series A Convertible Preferred Stock to the shareholders of Sino-American Petroleum, and through an amendment to its articles of corporation, changed its corporate name to China Yili Petroleum Company (all references herein to ASAP Show mean China Yili prior to the Merger). Sino-American Petroleum is a holding company that owns all of the registered capital of Tongliao Yili Asphalt Co. (“Yili Asphalt”), a corporation organized under the laws of the People’s Republic of China. Yili Asphalt is engaged in the business of refining heavy oil into asphalt, fuel oil and lubricants. All of Yili Asphalt’s business is currently in China.

Prior to the Merger, ASAP Show assigned all of its pre-Merger business and assets to ASAP Expo and ASAP Expo assumed responsibility for all of the liabilities of ASAP Show that existed prior to the Merger. On May 24, 2007 ASAP Expo entered into an Assignment and Assumption and Management Agreement with ASAP Show and Frank Yuan whereby ASAP Expo acquired the operations of ASAP Show by the assignment and transfer all of the assets and liabilities of ASAP Show to ASAP Expo (the “Agreement”). The Agreement provides that Mr. Yuan will manage ASAP Expo within his discretion, provided that his actions or inactions do not threaten material injury to ASAP Show. The Agreement further provides that Mr. Yuan will cause ASAP Expo to file a registration statement that will, when declared effective, permit ASAP Show to distribute all of the issued and outstanding shares of ASAP Expo to the holders of ASAP Show’s common stock (the “Distribution”). Accordingly, upon the registration statement being declared effective, the Board of Directors of China Yili will fix a record date and shareholders of record on that date will receive the Shares (hereinafter defined) of ASAP Expo in proportion to their ownership of China Yili common stock.

ASAP Expo is operating the business of organizing trade-shows. ASAP Expo is initially targeting the apparel industry. Our corporate headquarters are located at 9436 Jacob Lane, Rosemead, California 91731 and our phone number is (626) 297-1800.

The Offering

This Prospectus relates to the distribution of 8,701,480 shares (the “Shares”) of common stock of ASAP Expo by China Yili, which owns one hundred percent (100%) of ASAP Expo. The Shares are being distributed in the form of a dividend to ASAP Show’s common stock holders on a pro rata basis. ASAP Expo will not receive any proceeds in this distribution of Shares by China Yili. ASAP Expo will pay all expenses in connection with this offering.

RISK FACTORS

Prospective investors should carefully consider the risks described below, in conjunction with other information and the Company’s consolidated financial statements and related notes included elsewhere in this Prospectus, before making an investment decision. The Company’s business, financial condition and results of operations could be affected materially and adversely by any and or all of these risks.

The following risk factors include, among other things, cautionary statements with respect to certain forward-looking statements, including statements of certain risks and uncertainties that could cause actual results to vary materially from the future results referred to in such forward-looking statements.

THE COMPANY IS SUBJECT TO UNITED STATES GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.

ASAP Expo's primary source of income is from overseas apparel exporters who are willing to exhibit at its trade shows and participate in buying trips. Apparel imports into the United States are heavily regulated by the United States government. If the United States government imposes higher tariffs, increases quotas or imposes limitations on quantities of imports, it will adversely affect ASAP Expo's business. Fewer foreign apparel exporters will participate in ASAP Expo's events if it is limited in exporting to the United States.

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THE COMPANY IS SUBJECT TO FOREIGN GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.

ASAP Expo's primary source of income is from overseas apparel exporters who are willing to exhibit at its trade shows and participate in buying trips. Foreign governments may advise their exporters to sell merchandise to countries other than the United States to balance their export concentration. Such policies could adversely affect ASAP Expo's trade show exhibitor revenue because foreign exporters will promote their business by following their own government's policies and incentives.

THE WORLD TRADE ORGANIZATION'S BILATERAL AGREEMENTS COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.

Apparel imports are governed by the World Trade Organization's ("WTO") bilateral agreements between the United States and each other country. For example, even though China is a WTO member, the United States can elect, based upon safeguards and market disruptions, to limit the export quantities to the United States. The Company’s management has found that because of China's limitations of exports to the United States, fewer Chinese manufacturers are willing to exhibit in United States trade shows. For example, when China officially became a member of WTO on January 1, 2005, ASAP Show's trade show in Las Vegas in February 2005 had 35 exhibitors from China. The Chinese exporters believed that their exports to the United States would be free of quota limitations. However when the United States imposed the safeguards/market disruption quotas in early 2005, the number of Chinese exhibitors at the August 2005 trade show declined to 20. However, attendance for the February 2006 trade show increased to a number of exhibitors that was consistent with the February 2005 trade show.

ASAP Expo estimates that 30% of its total revenue in 2008 will be from China.

THE COMPANY EXPECTS TO BE DEPENDANT UPON REVENUE FROM UNPROVEN TRADE SHOWS WHICH MAKES OUR REVENUE POTENTIAL UNCERTAIN.

ASAP Expo expects to depend primarily on revenue from trade shows. The trade shows have generated revenue in the past. Growth in trade shows depends upon venue availability, continued willingness of manufacturers to pay to exhibit and buyers’ willingness to attend. There is no assurance that venues will be available in Las Vegas or that exhibitors will continue to pay fees or that attendees will continue to find it worthwhile to attend. Therefore there is no guarantee that the trade shows will continue to generate revenue or that revenue will meet management's expectations. ASAP Expo's primary source of funds will be trade show revenue and ASAP Expo’s $1,300,000 line of credit provided by Mr. Yuan, the Company’s CEO, and his wife, Vicky Yuan.

THE COMPANY FACES INTENSE COMPETITION FROM MANY ENTITIES.

The trade show marketplace is highly competitive. The barrier to entry is not significant. We have identified and continue to identify numerous companies that are better funded, have more experience and more significant resources that have entered or are planning to enter the trade show business. Should these companies decide to enter our specific market, there is no guarantee that we will be able to compete with them effectively.

THE COMPANY IS DEPENDENT ON FOREIGN GOVERNMENTS SUBSIDIZING THEIR EXPORTERS' EXHIBITION FEES.

ASAP Expo heavily relies on foreign alliances with manufacturers and their governments' willingness to subsidize their exporters’ exhibit fees for the trade shows. If a foreign government decides to drop the financial support of its exporters at the trade shows, this will have an immediate negative impact on ASAP Expo's trade show revenue. For example, Macau has been supporting its exporters at ASAP Expo's trade shows. If for any reason, the Macau government decides to not pay for its exporters to exhibit, it will be very hard for the exporters to pay on their own.

THE COMPANY IS DEPENDENT ON MARKET DEMAND FOR AN ACCEPTANCE OF OUR SERVICE WHICH IF DOES NOT EXIST WOULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

Much of ASAP Expo's success is dependent upon aggregating a critical mass of subscribing overseas manufacturers and trade show attendees and establishing and maintaining strong relationships with clients. If market demand and acceptance for our services is not in line with our expectations, it is likely that revenue will not meet our expectations.

WE ARE DEPENDENT ON RELATIONSHIPS WITH KEY APPAREL RETAILERS / BUYERS, AND THE ABILITY TO CREATE MORE SUCH RELATIONSHIPS, THE LOSS OF ANY OF WHICH COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

Our business model is retailer/buyer -centric. Successful implementation of it is predicated on our ability to create and nurture strong relationships with retailers/buyers. If we are unable to maintain existing relationships, our revenue profitability will not meet our expectations. Although ASAP Expo believes it can create and maintain the necessary relationships, there is no guarantee that it will.

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WE DEPEND ON THE RELIABILITY OF OUR SERVICES.

As a member of the service industry, ASAP Expo is dependent upon the reliability of its trade show, software and hardware. There is no guarantee that ASAP Expo will be able to provide reliable services. Even though ASAP Expo's trade show is a unique sourcing show with niche services such as matchmaking and educational seminars, there is no guarantee that other trade shows such as MAGIC will not copy or follow our unique services. If a competitor starts to copy our unique services, which is possible, management believes that it will face more intense competition than before.

WE DEPEND UPON KEY MEMBERS OF MANAGEMENT, THE LOSS OF ANY OF WHOM WOULD NEGATIVELY IMPACT OUR BUSINESS.

The implementation of our business plan relies on key members of the management team and sales, marketing, and finance personnel. There is no guarantee that these employees will continue to work for ASAP Expo. In addition, there is no guarantee that ASAP Expo will be able to replace these employees with personnel of similar caliber should they not be able to work, or decide not to work for ASAP Expo.

ASAP EXPO HAD AN CAPITAL DEFICIENCY OF $1,126,289 AS OF SEPTEMBER 30, 2007, AND WE HAVE RECEIVED AN OPINION FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN, AND WE MAY NEVER ACHIEVE PROFITABILITY .

ASAP Expo’s parent company, ASAP Show, had a history of operating losses. At September 30, 2007, the Company has a capital deficiency of approximately $1,126,289 resulted from the accumulated deficit of its parent company that was transferred to the Company pursuant to the Agreement. ASAP Show has not been profitable since inception and we do not expect ASAP Expo to be profitable in the near future. No assurances can be given as to whether we will ever be profitable.

Our independent registered public accounting firm has added an explanatory paragraph to their report of independent registered public accounting firm issued in connection with the financial statements for the period ended May 31, 2007, relative to the substantial doubt about our ability to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

USE OF PROCEEDS

ASAP Expo will not receive any proceeds from the distribution of the Shares.

DETERMINATION OF OFFERING PRICE

The Shares are being distributed as a dividend to the shareholders of China Yili.

DILUTION

Not applicable.

SELLING SECURITY HOLDER

The sole Selling Security Holder is China Yili Petroleum Company, which owns 100% of the outstanding shares of common stock of ASAP Expo and will not own any shares after the distribution.

PLAN OF DISTRIBUTION

There is no underwriter or coordinating broker acting in connection with this offering. China Yili may be deemed an “underwriter” within the meaning of the Securities Act with respect to the Shares offered by China Yili. Upon effectiveness of the registration statement, the Shares will be distributed on a pro rata basis to the common stock holders of China Yili (the “Distribution”). The Shares will not be distributed to either China Yili Series A preferred stockholders or stockholders of China Yili common stock who received their shares of common stock in exchange for shares China Yili Series A preferred stock.

The Distribution will be a taxable event to those China Yili common stock holders receiving Shares therefrom.

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After the Distribution, the Shares may be sold from time to time by the shareholders of ASAP Expo, transferees or other successors in interests. Such sales may be made from time to time on the OTCBB or on any other market or exchange on which the common stock of ASAP Expo may be traded or listed at the time of sale or otherwise at prices and terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Shares may be sold by one or more of the following:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	settlement of short sales entered into after the effective date of the registration statement of which this Prospectus is a part;

·	broker-dealers may agree with ASAP Expo to sell a specified number of such shares at a stipulated price per share;

·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·	a combination of any such methods of sale; or

·	any other method permitted pursuant to applicable law.

DESCRIPTION OF SECURITIES

The following is a summary of the material terms of ASAP Expo’s common stock. This summary is subject to and qualified in its entirety by ASAP Expo’s Articles of Incorporation and Bylaws, which are included as exhibits to the registration statement of which this Prospectus forms a part, and by the applicable provisions of Nevada law.

ASAP Expo’s authorized capital consists of forty-five million (45,000,000) shares of common stock, par value of $.001 per shares, of which eight million seven hundred one thousand four hundred and eighty (8,701,480) are issued and outstanding. The Articles of Incorporation do not permit cumulative voting for the election of directors, and shareholders do not have any preemptive rights to purchase shares in any future issuance of ASAP Expo’s common stock.

All of the issued and outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of ASAP Expo’s common stock are issued, the relative interests of the existing shareholders may be diluted.

COMMON STOCK

Voting Rights . Each holder of shares of common stock is entitled to one vote for each share of common stock for the election of directors and on each other matter submitted to a vote of the stockholders of ASAP Expo. The holders of common stock have exclusive voting power on all matters at any time.

Liquidation Rights . Upon liquidation, dissolution or winding up of ASAP Expo, holders of shares of common stock are entitled to share ratably in distributions of any assets after payment in full or provisions for all amounts due creditors and provision for any liquidation preference of any other class or series of stock of ASAP Expo then outstanding.

Dividends . Dividends may be declared by the Board of Directors and paid from time to time to the holders of common stock, on such record dates as may be determined by the Board of Directors, out of the net profits or surplus of ASAP Expo.

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INTEREST OF NAMED EXPERTS AND COUNSEL

LEGAL MATTERS

The validity of the securities being offered will be passed upon for ASAP Expo by James Vandeberg, The Otto Law Group, PLLC, 601 Union Street, Suite 4500, Seattle, WA 98101. ASAP Expo's legal counsel has been employed on a non-contingent basis.

EXPERTS

The financial statements of ASAP Expo as of May 31, 2007, included in this Prospectus have been included herein in reliance upon the report of Sutton Robinson Freeman & Co., P. C., our independent registered public accounting firm, given on the authority of said firm as an expert in auditing and accounting.

DESCRIPTION OF BUSINESS

ASAP Expo was incorporated in April 2007 under the laws of the State of Nevada and is a wholly owned subsidiary of China Yili. ASAP Expo is operating the business of organizing trade-shows. ASAP Expo is initially targeting the apparel industry.

TRADE SHOWS

ASAP GLOBAL SOURCING SHOW - a trade show for U.S. buyers to meet hundreds of overseas ready-made garment manufacturers - is held twice a year in Las Vegas. Trade show revenue is generated primarily from booth sales. There are many other ancillary revenues such as seminar fees, advertisements, trade show decoration, material rentals, etc. Currently, management allocates all resources and manpower to develop the tradeshows mentioned above.

ASAP BUYING TRIP -It was the first buying tour of its kind designed for United States and European Union buyers prepared to place production orders, license their brands, understand China's distribution channels, find joint venture possibilities and relocate United States textile plants to China. Participation from the United States and European Union included such prominent names such as Fruit of the Loom, Warnaco, Salvatore Ferragamo and Marks & Spencer among others. In the course of its operations, ASAP Show has arranged seven buying trips to China and in November, 2005, one buying trip to Pakistan and Bangladesh.

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

EMPLOYEES

As of September 30, 2007, ASAP Expo employed 15 full-time employees classified as follows: 2 full-time executive officers; 2 full-time administrative personnel stationed in the USA; 1 in India, 1 in Hong Kong and 9 in China. ASAP Expo believes that relations with its employees are good.

COMPETITORS

There are numerous fashion, apparel, textile and accessories/supplies trade shows in the U.S. each year. Some of these shows are well established and have been held for years.

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The primary competitors of ASAP Expo are as follows:

MAGIC - MAGIC, the Men's Apparel Guild in California was founded in 1933. Due to enormous growth, the show relocated from Los Angeles to Las Vegas in 1989. Today, MAGIC International is the world's largest and most widely recognized organizer of the fashion industry trade shows. MAGIC encompasses every facet of fashion. MAGIC announced its Sourcing Zone and FABRIC@MAGIC show in 2003, which is the direct competition of ASAP.

2.	Material World at New York Javits Center and Miami Convention Center – Material World established for fabric and trim show in North America. Even though Material World is held in different cities and focus on fabrics and trim, but they are trying to enter apparel sourcing trade show sector.

SOURCES trade show - Now in its third year, SOURCES has exhibitors that are non-U.S. based manufacturers of gifts, home and decorative accessories, and handcrafted products that comes the U.S. to do business with wholesalers, importers, distributors, catalog and mail order, and direct volume purchasers.

Although the competitors detailed in the preceding paragraphs may offer similar services to ASAP Expo, ASAP Expo believes that no other company has its range of services, approach to serving the industry or such an experienced management team with years of experience within the apparel industry. ASAP Expo is focused on providing a complete merchandise sourcing solution by providing educational seminars, matchmaking sessions, dedicated country managers and other unique services that interlock each other and are focused on serving buyers' /exhibitors' international sourcing and transaction needs.

INTELLECTUAL PROPERTY PROTECTION

ASAP Expo has trademarked the following trade names: ASAP Global Sourcing Show(TM), DEPS(TM); FOCASTING(TM); and Internet Sourcing Network(TM).

DESCRIPTION OF PROPERTY

ASAP Expo leases its corporate headquarters located at 9643 Jacob Lane, Rosemead, California 91770. Its telephone number is (626) 297-1800. The lease agreement is entered with its CEO Frank Yuan, an arm length transaction, commenced on July 1, 2007, and is a month to month lease. ASAP Expo currently leases approximately 2,500 square feet at an average monthly rent of approximately $4,500.

LEGAL PROCEEDINGS

None.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

There is no established public trading market for a class of common equity of ASAP Expo.

HOLDERS OF RECORD

As of January 4, 2008, all of ASAP Expo's issued and outstanding common stock totaled 8,701,480 shares and were held by 1 shareholder, China Yili.

DIVIDENDS

ASAP Expo has not paid dividends and has no plans to pay dividends in the near future. ASAP Expo intends to reinvest its earnings on the continued development and operation of its business. Any payment of dividends would depend upon ASAP Expo's pattern of growth, profitability, financial condition, and such other factors, as the Board of Directors may deem relevant.

FINANCIAL STATEMENTS

ASAP Expo’s Financial Statements are attached hereto as Exhibit A .

SELECTED FINANCIAL DATA

Set forth below is our historical financial data with respect to the fiscal years ended May 31, 2007, 2006, 2005, 2004 and 2003. The information is only a summary. This information has been derived from, and should be read in conjunction with, our historical audited Financial Statements and unaudited Financial Statements and related notes beginning on page F-1 and the section entitled "Management's Discussion and Analysis".

We have changed our fiscal year end from May 31 to December 31. The unaudited financial data reflects the change in fiscal year end.

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Selected Historical Financial Data

	As of and for the Year Ended May 31,
	2007			2006		2005		2004		2003

Revenues	$	-		$	-	$	-	$	-	$	-
Income (loss) from operations	$	-		$	-	$	-	$	-	$	-
Net income (loss)	$	-		$	-	$	-	$	-	$	-

Net income (loss) per share:
basic and diluted	$	-		$	-	$	-	$	-	$	-
Wt. Avg. shares outstanding:
basic and diluted		8,701,480			-		-		-		-

Total assets	$	102,945		$	-	$	-	$	-	$	-
Line of credit, officers	$	1,028,307		$	-	$	-	$	-	$	-
Shareholders' deficit	$	(1,367,588	)	$	-	$	-	$	-	$	-

Selected Quarterly Financial Data (Unaudited)

	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter		Total
Year ended May 31, 2007:
Revenues	$	-	$	-	$	-		$	-	$	-
Income (loss) from operations	$	-	$	-	$	-		$	-	$	-
Net income (loss)	$	-	$	-	$	-		$	-	$	-

Year ended December 31, 2007:
Revenues	$	-	$	65,723	$	472,949
Income from operations	$	-	$	15,532	$	11,800
Net income (loss)	$	-	$	4,151	$	(12,709	)

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of the plan of operation of ASAP Expo should be read in conjunction with ASAP Expo's audited and un-audited financial statements and the related notes thereto which are included elsewhere in this registration statement for the periods ended May 31, 2007, and September 30, 2007, respectively. The Distribution of all of the issued and outstanding shares of ASAP Expo to the holders of China Yili’s common stock will cause ASAP Expo to spin-off from China Yili. The beginning balances of ASAP Expo’s assets and liabilities are the balances of China Yili’s assets and liabilities as of May 24, 2007.

Certain statements contained herein may constitute forward-looking statements. The Company’s actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents information for the period from May 24, 2007 to September 30, 2007.

	Period Ended
	9/30/07
Revenues, net	$	538,672
Income from operations	$	27,332
Income taxes	$	800
Net loss	$	(8,557	)
Income per share-basic and diluted	$	--

PLAN OF OPERATION

REVENUES

Transaction Sales

Even though transaction sales gross revenue has been declining, management will continue this business segment. ASAP Expo does not expect this net revenue percentage to grow, as its main focus is on trade show revenue.

Trade Shows

ASAP GLOBAL SOURCING SHOW

The ASAP Global Sourcing Show segment derives revenue principally from the sale of exhibit space, sponsorship and conference attendance fees generated at its events. In 2007, approximately 95% of our trade show revenue was from the sale of exhibit space. Events are generally held on a semi-annual basis in Las Vegas, Nevada. At many of our trade shows, a portion of exhibit space is reserved and partial payment is received as much as 90 days in advance. Cash is collected in advance of an event and is recorded on our balance sheet as deferred revenue. Revenue and related direct event expenses are recognized in the month in which the event is held.

Trade show business is seasonal, with revenue typically reaching its highest levels during the first and third quarters of each fiscal year, largely due to the timing of the ASAP Global Sourcing shows held in February and August each year. In 2007, approximately 58% of our tradeshow revenue was generated during the third quarter (August show) and approximately 42% during the first quarter (February show). Because event revenue is recognized when a particular event is held, we also experience fluctuations in quarterly revenue based on the movement of annual trade show dates from one quarter to another.

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

FASHION INTERNATIONAL TRADE SHOW (“FITS”)

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

FITS generates its revenue mostly from booth sales.

CHINA BUYING TRIPS

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

ECO SHOW

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

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LIQUIDITY AND CAPITAL RESOURCES

During the next twelve months, ASAP Expo will focus on its trade show business model to generate additional revenue. With the net revenue from its trade show, controlling and reducing G & A expenses, and continuing support from its CEO to provide a revolving line-of-credit, management believes ASAP Expo will have enough net working capital to sustain its business for another 12 months.

ASAP Expo has a revolving line-of-credit from ASAP Expo’s CEO, Frank Yuan, his wife Vicky Yuan. The Line, as amended, expires on August 1, 2009, and provides for a total maximum credit line of $1,300,000. The Line carries an interest rate of 10% per annum. The total balance as of September 30, 2007, was $1,083,137, excluding the accrued and unpaid interest of $35,589.

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 continuing to implement ASAP Expo’s international electronic trading business and trade show expansion.

ASAP Expo has no commitments to make capital expenditures for the fiscal year ending May 31, 2008.

ASAP Expo does not expect any significant change in the number of employees.

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

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.

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

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin 101 ("SAB 101"), "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 the SEC. SAB 101 has been amended and replaced by SAB 104. Management believes ASAP Expo's revenue recognition policies conform to SAB 104.

Net revenues include amounts earned under transaction sales, trade shows, buying trips, Material World and subscription fees.

Transaction Sales

Transaction revenues are recorded in accordance with Emerging Issues Task Force Issue No. ("EITF") 99-19 "Reporting Revenue Gross as a Principal versus net as an Agent." ASAP Expo recognizes net revenues from product transaction sales when title to the product passes to the customer, net of factoring fees. For all product transactions with its customers in 2007, ASAP Show acted as a principal, took title to all products sold upon shipment, and bore inventory risk for return products that ASAP Show was not able to return to the supplier, although these risks are mitigated through arrangements with factories, shippers and suppliers.

Trade Shows

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

Buying Trips

Buying trips generate revenue through the participating buyers ("Buyers") paying for ASAP Expo's assistance during the travel through various foreign countries in Asia to meet local apparel manufacturers. ASAP Expo receives a portion of exhibition net revenues collected by the oversea government's trade promotion agencies located in the various cities which were visited by the Buyers (we do not share any losses, if any). Buying Trip's revenue is recognized ratably during the period in which the event is conducted. Management is planning to conduct multiple, but small size buying trips to China and Southeast Asia countries annually.

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Deferred Tax Asset Valuation

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

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)") , which is a revision of SFAS No. 123. SFAS No. 123(R) supersedes Accounting Principles Board ("APB") No. 25 and amends SFAS No. 95, "Statement of Cash Flows." SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The provisions of this statement are effective for the Company as of June 1, 2006.

SFAS No. 123(R) requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. SFAS No. 123(R) also establishes accounting requirements for measuring, recognizing and reporting share-based compensation, including income tax considerations. The Company will adopt SFAS No. 123(R) using the modified prospective application in June 2006. Under the modified prospective application, the cost of new awards and awards modified, repurchased or cancelled after the required effective date and the portion of awards for which the requisite service has not been rendered (unvested awards) that are outstanding as of the required effective date will be recognized as the requisite service is rendered on or after the required effective date. The compensation cost for that portion of awards shall be based on the grant-date fair value of those awards as calculated for either recognition or pro forma disclosures under SFAS No. 123.

The adoption of SFAS No. 123(R)'s fair value method will have a negative impact on the Company's results of operations if the Company grants share-based payments to its employees in the future, although it will have no impact on its overall financial position. The impact of adopting SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current accounting literature. The requirement will reduce net operating cash flows and increase net financing cash flows in periods of adoption.

As of September 30, 2007, the Company has not issued any share-based payments to its employees.

In September 2006, the FASB issued SFAS No. 157 , “ Fair Value Measurements” (SFAS 157). This statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 157 on our financial condition and results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the over-funded or under-funded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions”, or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Company does not expect the adoption of SFAS 158 to have a material effect on its financial statements and related disclosures.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exposures

Even though ASAP Expo’s primary business is to bring foreign manufacturers to exhibit at trade shows in the United States, our earnings are not affected by fluctuations in the value of our currency against foreign currencies, as our revenues are U.S. dollar denominated.

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Interest Rate Risk

The Company’s primary cash resource has been through the Company’s line of credit from Frank and Vickie Yuan. The interest rate for the Line is fixed at 10% interest per annum. Hence, the Company is not affected by interest rate fluctuations.

Credit Line Risk

With respect to the Company’s Line, ASAP Expo is exposed to a potential reduction of the credit line, should Frank and Vickie Yuan choose to extend the Line to the Company.

Country Risk

A substantial portion of our business and operations are located and conducted in China, India, Pakistan, Bangladesh & other Far Eastern countries. Should the economic growth in these countries slow due to economic down turn, implementation of trade regulations complicating export to the U.S., or the occurrence of any other event or events that may have a negative impact on the economies of the aforementioned countries and region, our business is negatively affected as a result, then our financial results, including our ability to generate revenues and profits, will also be negatively affected.

DIRECTORS , EXECUTIVE OFFICERS, PROMOTRES AND CONTROL PERSONS

Each of the following persons is a director and executive officers of ASAP Expo as of January 1, 2008.

NAME	AGE	POSITIONS HELD WITH COMPANY
Charles Rice	65	Director since 2007
Deborah Shamaley	49	Director since 2007
James Vandeberg	64	Director since 2007
Alvin S. Mirman	70	Director since 2007
Frank S. Yuan	59	Chairman of the Board since 2007; Chief Executive Officer since 2007

There are no family relationships among any of the directors and executive officers.

The following sets forth certain biographical information concerning each director and executive officer:

CHARLES RICE. Charles Rice, Senior International and Domestic buyer, retired from Sears Roebuck and Montgomery Ward. His 30 plus years of buying experience, reputation, contacts and product sourcing knowledge bring ASAP Expo tremendous benefits and a head start in the retail industry. Mr. Rice holds a B.S. degree in business and economics from the University of Delaware. Mr. Rice was a director of C-ME since 1996, ASAP Show since 2005 and ASAP Expo since 2007.

DEBORAH SHAMALEY. Deborah Shamaley, a chain store and apparel-jobbing entrepreneur, has 20 years of retail and wholesale apparel experience. Mrs. Shamaley co-founded The Apparel Group ("TAG"). TAG imported and sold women's apparel wholesale to more than 1,800 retailers including Nordstrom's, J.C. Penney's, Sears, and Burlington Coat Factory. TAG also owned and operated a 23 apparel store-chain under the name $11.99 Puff. Ms. Shamaley sold the company in 1996. Mrs. Shamaley has also been involved in Shamaley Ford car dealership, one of the largest in El Paso, Texas since 1995. Ms. Shamaley was a director of C-ME since 1996, ASAP Show since 2005 and ASAP Expo since 2007.

JAMES VANDEBERG. James Vandeberg has been an attorney in private practice specializing in corporate finance for the past 11 years. He brings more than 20 years of corporate counsel and corporate secretary experience to ASAP Expo. He has significant experience advising both internet and retail companies on securities, financings, mergers and acquisitions, and general corporate matters, including IPO's, SEC compliance, and investor relations' issues. His retail experience includes 14 years as Corporate Counsel and Secretary at the former Carter Hawley Hale Stores, a holding company for the multi-billion dollar department and specialty retail stores which operated under the names: The Broadway, Neiman Marcus, Contempo Casuals, Emporium, Weinstock's, Bergdorf Goodman, Holt Renfrew - Canada, Waldenbooks, John Wanamaker, Thalhimers, and Sunset House. In addition, Mr. Vandeberg serves on the board of directors for Information Highway.com, Inc. (OTC: BB IHWY), IAS Communications, Inc. (OTC: BB IASCA), and REGI US, Inc. (OTC: BB RGUS). He received his B.A. in accounting from the University of Washington and his J.D. from New York University. Mr. Vandeberg was a director of C-ME since 2001, ASAP Show since 2005 and ASAP since Expo 2007.

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ALVIN S. MIRMAN. Alvin S. Mirman was founder, chief operating officer, President and Chairman of US Capital Partners, Inc from 2002 until January of 2006. Previously, he founded First Level Capital in 1998 where he was chief operating officer and Chairman until the firm merged with vFinance in 2001. Since the merger, he has been FinOp and research director for vFinance is licensed Series 3, 4, 7, 24, 27 and 65. From May 1997 until August 1998, Mr. Mirman was a partner at Grady & Hatch where he served as Vice President and CFO. At Commonwealth Associates, he was Director of Research, and member of both the Executive and Commitment Committees from August 1994 until June 1997. From 1987 to 1994, Mr. Mirman at Gruntal & Company specialized in the telecommunications industry. Prior to that time, from 1983 through 1987, he was a Vice President at E.F. Hutton. Mr. Mirman was the host of a nationwide TV show, “Wall Street Today” where he interviewed top management about their companies. Mr. Mirman is widely quoted in various publications including the Wall Street Journal, Bloomberg Financial, CNBC and Forbes. He has been a member of the New York Society of Securities Analysts for the past 30 years. Mr. Mirman is a director of ASAP Show since 2006 and ASAP Expo since 2007.

FRANK S. YUAN. Combining decades of experience in the apparel, banking, real estate, insurance and computer industries, Frank Yuan has developed and started multiple new ventures in his 30 plus years as an immigrant in the United States. Before ASAP Expo, Mr. Yuan founded multi-million dollars of business in men's apparel private label & wholesale company, a "Knights of Round Table" sportswear line, a "Uniform Code" sweater line, and men's clothing retail store chain. Mr. Yuan also founded UNI-Fortune, a real-estate development company, and co-founded United National Bank, Evertrust Bank, Western Cities Title Insurance Company and Serv-American National Title Insurance. Mr. Yuan received a B.A. degree in economics from Fu-Jen Catholic University in Taiwan and a M.B.A. degree from Utah State University. Mr. Yuan was a director & CEO of C-ME since 1996, ASAP Show since 2005 and ASAP Expo since 2007.

BOARD MEETINGS AND COMMITTEES

The Executive Committee consists of Frank Yuan, Charles Rice and Deborah Shamaley. The Executive Committee has authority to take any action other than appointment of auditors, election and removal of directors and appointment of officers, which can be taken only by the entire Board. During the fiscal year ended May 31, 2007, the Executive Committee held no meetings.

The Compensation Committee consists of Deborah Shamaley, Alvin Mirman and Charles Rice. The principal functions of the Compensation Committee are to establish the compensation of executive officers, review management organization and development, review significant employee benefit programs and administer ASAP Expo's Stock Option Plans. The Compensation Committee held no meetings during the fiscal year ended May 31, 2007.

ASAP Expo does not have a Nominations Committee. The Board of Directors, as a whole, identifies and screens candidates for membership on ASAP Expo's Board.

AUDIT COMMITTEE REPORT

The Audit Committee selects our independent registered public accounting firm, reviews the results and scope of the audit and other services provided by our independent registered public accounting firm, reviews our financial statements for each quarterly period and reviews and evaluates our internal control functions. Charles Rice serves as the Audit Committee Chairman. Mr. Rice is an independent audit committee member according to the definition used by NASDAQ for audit committee independence, and is an audit committee qualified financial expert. James Vandeberg and Alvin Mirman are other members of the audit committee.

CODE OF ETHICS

For the period ended September 30, 2007, ASAP Expo did not have formal written values and ethical standards. However, ASAP Expo's management does communicate values and ethical standards during company-wide meetings.

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the compensation that ASAP Show paid to each executive officer and all executive officers as a group, for the fiscal years ended May 31, 2007 and 2006 including salary and bonuses paid by ASAP Show to the Chief Executive Officer. No other executive officers received more than $100,000 during the fiscal years ended May 31, 2007 and 2006. ASAP Expo does not currently have a long-term compensation plan and does not grant any long-term compensation to its executive officers or employees.

The table does not reflect certain personal benefits, which in the aggregate are less than ten percent of the named executive officer's salary and bonus. No other compensation was granted in fiscal years ended May 31, 2007 and 2006.

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SUMMARY COMPENSATION TABLE

								Long Term Compensation
		Annual Compensation						Awards				Payouts
Name						Other				Securities
and						Annual		Restricted		Underlying
Principal						Compensation		Stock		Options/		LTIP		All Other
Position	Year	Salary ($)		Bonus ($)		($)		Award(s)		SARs (#)		Payouts ($)		Compensation
Yuan, Frank	2007	$	150,000	$	-	$	-	$	-		N/A	$	-	$	-
(CEO)	2006	$	150,000	$	-	$	-	$	-		N/A	$	-	$	-

COMPENSATION OF DIRECTORS

All outside directors are reimbursed for any reasonable expenses incurred in the course of fulfilling their duties as directors of ASAP Expo and do not receive any payroll.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of January 4, 2008, the sole shareholder of ASAP Expo is China Yili.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; ORGANIZATION WITHIN LAST FIVE YEARS

ASAP Expo’s Line with Frank and Vicky Yuan allows for a total of $1.3 Million in draw downs by, the Company. The Line bears interest at 10% per annum and expires on August 1, 2009. During fiscal 2007 and 2006, our parent company, ASAP Show, incurred interest expense totaling $99,676 and $82,000 in connection with the Line. At September 30, 2007, the balance of the Line was $1,083,137, excluding the accrued and unpaid interest of $35,589.

ASAP Expo has a working capital advance loan to an affiliated company, IBMC, whose major shareholder is Frank Yuan. There is no written note for the working capitals loaned to IBMC. At September 30, 2007, the balance of the loan was $150,389.

ASAP Expo was incorporated under the laws of the State of Nevada on April 10, 2007, and is a wholly owned subsidiary of China Yili (a Nevada corporation formerly operating under the name ASAP Show, Inc.). On May 24, 2007, prior to ASAP Show’s merger with Sino-American Petroleum, ASAP Show assigned to ASAP Expo its pre-merger operations, assets, and liabilities in exchange for 8,701,480 shares of ASAP Expo’s common stock.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

ASAP Expo's Articles of Incorporation provide that ASAP Expo shall indemnify to the fullest extent permitted by Nevada law any person who is made, or threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The right to and amount of indemnification shall be determined in accordance with the provisions of Nevada Revised Statutes in effect at the time of the determination.

Our Bylaws generally require that we advance to our directors and officers expenses incurred by them in defending a proceeding in advance of its final disposition, provided that the director or officer agrees to reimburse us for such advances if it is ultimately found that the director or officer is not entitled to indemnification. In addition, our bylaws permit us to purchase insurance on behalf of our directors and officers against any liability asserted against them in such capacity. We intend to obtain such insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of ASAP Expo pursuant to the foregoing provisions, or otherwise, ASAP Expo has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ASAP Expo of expenses incurred or paid by a director, officer or controlling person of ASAP Expo in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, ASAP Expo will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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PART II-INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses listed below are estimates and will be paid for by ASAP Expo.

Registration Fee	$	3.42
Printing Expenses		0
Legal Fees and Expenses*		25,000
Accounting Fees and Expenses*		5,000
Blue Sky Fees		0
Engineering Fees and Expenses		0
Miscellaneous		0
Total	$	30,342

ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

ASAP Expo's Articles of Incorporation provide that ASAP Expo shall indemnify to the fullest extent permitted by Title 7 of the Nevada Revised Statutes any person who is made, or threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The right to and amount of indemnification shall be determined in accordance with the provisions of the Delaware Corporate Code in effect at the time of the determination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES

Pursuant to the Agreement whereby ASAP Show assigned all of its pre-Merger business and assets to ASAP Expo and ASAP Expo assumed responsibility for all of the liabilities of ASAP Show that existed prior to the Merger, ASAP Expo issued 8,701,480 shares of common stock to ASAP Show. This issuance was exempt from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.

ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit	Description

2.1	Assignment and Assumption and Management Agreement dated May 24, 2007, by and among ASAP Expo, Inc., ASAP Show, Inc., and Frank S. Yuan

2.2	First Amendment to the Assignment and Assumption and Management Agreement

3.1	Amended and Restated Articles of Incorporation of ASAP Expo, Inc.

3.2	Bylaws of ASAP Expo, Inc.

5.1	Opinion of The Otto Law Group, PLLC

10.1	Revolving Credit Line and Promissory Note by and between ASAP Expo, Inc. and Frank S. Yuan and Vicky Yuan

10.2	Agreement and Plan of Merger, dated as of May 24, 2007, by and among ASAP Show, Inc., CRI Acquisition Corp., and Sino-American Petroleum Group, Inc.

23.1	Consent of The Otto Law Group, PLLC (included in Exhibit 5.1)

23.2	Consent of Accountant

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Financial Statements

The Financial Statements are attached hereto as Exhibit A .

ITEM 17 - UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:

To include any Prospectus required by Section 10(a) (3) of the Securities Act; and

b.		To reflect in the Prospectus any facts or events which arising after the effective of the registration statement (or the most recent post-effective amendment) or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a registration statement relating to the securities therein, and the offering of such securities that time shall be deemed to be the initial bona offering thereof.

(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California, on February 8th, 2008.

ASAP Expo, Inc.

/s/ Frank S. Yuan

By: Frank S. Yuan

Its: Director and Chief Executive Officer

In accordance with the requirements of the Securities Act, this registration statement was signed by the following persons in the capacities and on the dates stated:

/s/ Charles Rice

Charles Rice, Director

/s/ Deborah Shamaley

Deborah Shamaley, Director

/s/ James Vandeberg

James Vandeberg, Director

/s/ Alvin S. Mirman

Alvin S. Mirman, Director

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EXHIBIT A

FINANCIAL STATEMENTS

ASAP EXPO, INC.

Un-audited Financial Statements
Balance Sheet as of September 30, 2007	F-1
Statements of Operations for the period from May 24, 2007 to September 30, 2007	F-2
Statements of Cash Flows for the period from May 24, 2007 to September 30, 2007	F-3
Notes to Financial Statements	F-4
Report of Independent Registered Public Accounting Firm	F-9

Audited Financial Statements
Balance Sheet as of May 31, 2007	F-10
Statements of Operations for the period from May 24, 2007 to May 31,2007	F-11
Statements of Shareholders' Deficit for the period from May 24, 2007 to May 31, 2007	F-12
Statements of Cash Flows for the period from May 24, 2007 to May 31, 2007	F-13
Notes to Financial Statements	F-14

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ASAP EXPO, INC.

BALANCE SHEET

SEPTEMBER 30, 2007

ASSETS
Current assets:
Cash	$	95,070
Other receivable		1,304
Due from affiliated company		150,389
Total current assets		246,763
Total assets	$	246,763

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	289,771
Total current liabilities		289,771

Line of credit, officers		1,083,137

Commitments and contingencies

Shareholders' deficit:
Common stock, $0.001 par value; 45,000,000 shares
authorized; 8,701,480 shares issued and outstanding		8,701
Capital deficiency		(1,126,289	)
Accumulated deficit		(8,557	)
Total shareholders' deficit		(1,126,145	)
Total liabilities and shareholders' deficit	$	246,763

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIOD OF MAY 24, 2007 TO SEPTEMBER 30, 2007

	Period Ended September 30, 2007
Revenues:
Transaction sales	$	9,974
Tradeshow revenue		514,897
Buying trip		13,801
Total revenues		538,672

Operating expenses:
Cost of transaction sales		(6,806	)
General and administrative		448,028
Payroll and related benefits		70,118
Total operating expenses		511,340

Income from operations		27,332

Other income (expense):
Other income		500
Interest expense		(35,589	)
Total other income (expense)		(35,089	)

Loss before income taxes		(7,757	)
Income taxes		800
Net loss	$	(8,557	)

Basic and diluted net loss available to common
shareholders per share	$	--
Weighted-average number of common shares
outstanding, basic and diluted		8,701,480

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD OF MAY 24, 2007 TO SEPTEMBER 30, 2007

	Period Ended
	September 30, 2007
Cash flows from operating activities:
Net loss	$	(8,557	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Changes in operating assets and liabilities:
Employee advances		(50	)
Other assets		9,800
Accounts payable and accrued expenses		3,404
Deferred revenue		(67,184	)
Customer deposits		(88,675	)
Net cash used in operating activities		(151,262	)

Cash flows from investing activities:
Payments for affiliated company		(113,215	)
Net cash used in investing activities		(113,215	)

Cash flows from financing activities:
Proceeds from capital contribution receivable		50,000
Advances from line of credit, officers		425,000
Repayments on line of credit, officers		(370,170	)
Proceeds from shareholder contribution		200,000
Net cash provided by financing activities		304,830

Net increase in cash		40,353
Cash, beginning of period		54,717
Cash, end of period	$	95,070

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest		25,600
Income taxes		800

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

ASAP Expo, Inc. (“ASAP Expo” or the “Company”) was incorporated on April 10, 2007 under the laws of the State of Nevada and is a wholly owned subsidiary of ASAP Show, Inc., a Nevada corporation (“ASAP Show”).

On August 13, 2007 ASAP Show acquired the outstanding capital stock of Sino-American Petroleum Group, Inc., a Delaware corporation (“Sino-American Petroleum”) (the “Merger”), through the issuance of Series A Convertible Preferred Stock to the shareholders of Sino-American Petroleum.Sino-American Petroleum is a holding company that owns all of the registered capital of Tongliao Yili Asphalt Co. (“Yili Asphalt”), a corporation organized under the laws of The People’s Republic of China.Yili Asphalt is engaged in the business of refining heavy oil into asphalt, fuel oil and lubricants.All of Yili Asphalt’s business is currently in China.

Prior to the Merger, ASAP Show assigned all of its pre-Merger business and assets to ASAP Expo and ASAP Expo assumed responsibility for all of the liabilities of ASAP Show that existed prior to the Merger.On May 24, 2007 ASAP Expo entered into an Assignment and Assumption and Management Agreement with ASAP Show and Frank Yuan whereby ASAP Expo acquired the operations of ASAP Show by the assignment and transfer all of the assets and liabilities of ASAP Show to ASAP Expo (the “Agreement”).The Agreement provides that Mr. Yuan will manage ASAP Expo within his discretion, provided that his actions or inactions do not threaten material injury to ASAP Show.The Agreement further provides that Mr. Yuan will cause ASAP Expo to file a registration statement that will, when declared effective, permit ASAP Show to distribute all of the issued and outstanding shares of ASAP Expo to the holders of ASAP Show’s common stock (the “Distribution”).Upon the registration statement being declared effective, the Board of Directors of ASAP Show will fix a record date and shareholders of record on that date will receive the Shares of ASAP Expo in proportion to their ownership of ASAP Show common stock as a dividend to ASAP Show’s common stock held by them.

The Distribution will cause ASAP Expo to spin-off from ASAP Show and allow the shareholders of ASAP Show to participate in the growth of the trade show business through the spin-off of the ASAP Expo, which owns and operates the trade show business.The beginning balances of ASAP Expo’s assets and liabilities are the balances of ASAP Show’s assets and liabilities as of May 24, 2007.

ASAP Show, Inc. was incorporated in December 2004 under the laws of the State of Nevada. ASAP Show's value to global suppliers and buyers in the manufacturing, wholesaling and retailing clothing business lies in its capabilities as an intermediary for the industry. The Company believes it has built a foundation to meet today's ever-changing international trading landscape.

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

GOING CONCERN

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

At September 30, 2007, the Company has a capital deficiency of approximately $1,126,289 resulted from the accumulated deficit of its parent company that was transferred to the Company according to the Agreement, negative working capital of approximately $43,008 and a lack of profitable operating history. The Company hopes to increase revenues from its trade shows and buying trips. In the absence of significant increases in revenues, the Company intends to fund operations through additional debt and equity financing arrangements. The successful outcome of future activities cannot be determined at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

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

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

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

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USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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 periods. No significant estimates were made in these financial statements.

RISKS AND UNCERTAINTIES

The Company operates in a highly competitive trade show environment that is subject to government regulation and rapid change. The Company's operations are subject to significant risk and uncertainties including financial, operational and other risks associated with the business, including the potential risk of business failure.

CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

Certain financial instruments, principally accounts receivable, potentially subject the Company to credit risks. The Company performs ongoing credit evaluations of its customers but does not require collateral. The Company maintains an allowance for doubtful receivables and sales returns based upon factors surrounding the credit risk of specific customers, historical trends and the Company's estimate of future product returns. As of the balance sheet date, no allowance is required nor provided against these receivables, which are deemed to be collectible in the normal course of business. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts.

There were no significant sales concentrations for period from May 24, 2007 to September 30, 2007 and no accounts receivable concentrations at September 30, 2007.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation of property and equipment was calculated on the straight-line method over the estimated useful lives of the assets, generally three to five years. Leasehold improvements were amortized over the shorter of the amortized useful lives or the lease term.

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.

Property and equipment are fully depreciated at September 30, 2007.

REVENUE RECOGNITION

In December 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB 101"), "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 the SEC. SAB 101 has been amended and replaced by SAB 104. Management believes the Company's revenue recognition policies conform to SAB 104.

Revenues include amounts earned under transaction sales, trade shows, and Buying Trips.

Transaction Sales

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

Trade Shows

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

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Buying Trips

Buying Trips generate revenue through the participating buyers ("Buyers") paying for the Company's assistance during the travel through various foreign countries in Asia to meet local apparel manufacturers. The Company receives a portion of exhibition net revenues collected by the overseas government's trade promotion agencies located in the various cities which were visited by the Buyers (i.e. the Company does not share any losses, if any). The Buying Trip's revenue is recognized ratably during the period in which the event is conducted. Management is planning to conduct multiple, but small size buying trips to China and Southeast Asia countries annually.

INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under SFAS No. 109, 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not those assets will not be recovered.

LOSS PER SHARE

Under SFAS No. 128, "Earnings per Share," basic loss per share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If the Company has incurred net losses, basic and diluted losses per share are the same as additional potential common shares would be anti-dilutive.

FAIR VALUE

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company's cash, accounts receivable, accounts payable, accrued expenses, deferred revenues and line of credit from shareholders approximate their fair values due to the short-term maturities of those financial instruments.

ADVERTISING

The Company expenses the cost of advertising when incurred as general and administrative expenses. No advertising expenses were incurred for period from May 24, 2007 to September 30, 2007. Advertising costs consist primarily of costs associated with the promotion of ASAP Global Sourcing Show awareness.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" dictates the way public companies report information about segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers (see Note 7).

RECENT ACCOUNTING PRONOUNCEMENTS

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As of September 30, 2007, the Company has not issued any share-based payments to its employees.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the over-funded or under-funded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions”, or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.The Company does not expect the adoption of SFAS 158 to have a material effect on its financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by Management to have a material impact on the Company's present or future financial statements.

NOTE 2 – DUE FROM AFFILIATED COMPANY

The Company has a loan to an affiliated company, IBMC whose major shareholder, Frank Yuan is also a significant shareholder of ASAP Show.There is no written note for the working capitals loaned to IBMC.At September 30, 2007, the balance of the loan was $150,389.

NOTE 3 - LINE-OF-CREDIT FROM OFFICERS

The Company has an unsecured revolving line-of-credit (the "Line") from Frank Yuan, the Company's Chief Executive Officer, and certain family members which expires on August 1, 2009 and provides for borrowings up to a maximum of $1,300,000, as amended. The Line carries an interest rate of 10.0% per annum. The balance as of September 30, 2007 was $1,083,137, and the accrued and unpaid interest was $35,589.

NOTE 4 - INCOME TAXES

In connection with the spin-off, the tax attributes associated with ASAP Show have not been retained by the Company.At September 30, 2007, the Company’s deferred tax assets or deferred tax liabilities were immaterial.

NOTE 5 - SHAREHOLDERS' DEFICIT

Options and Warrants

The Company does not have a stock option plan or any options or warrants issued and outstanding as of September 30, 2007.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Operating Lease

Starting July 1, 2007, the Company leases office space under month to month lease agreement with its CEO Frank Yuan, an arms length transaction. The lease provides for monthly lease payments of $4,500.

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Litigation

On March 7, 2006, a complaint was filed against ASAP Show’s former parent company, Cyber Merchants Exchange Inc. (“C-ME”) in a Chapter 7 bankruptcy proceeding in U.S. Bankruptcy Court in the District of Delaware in the matter captioned In Re: Factory 2-U Stores, Inc. The complaint seeks to recover from C-ME $91,572 in alleged preferential transfers made to C-ME by the debtor during the ninety-day period prior to the filing of the debtor's bankruptcy petition. C-ME intends to defend against such preference claim by asserting that such transfers were made in the ordinary course of business and such other available defenses.

To the extent C-ME incurs any losses, costs or damages with respect to the preference claim, including attorneys' fees and related costs, C-ME believes it may recover such losses, costs and damages from Frank Yuan and ASAP Show pursuant to the indemnification provisions under the Transfer Agreement, which C-Me transferred all of its assets and liabilities to ASAP Show. C-ME has informed Frank Yuan and ASAP Show that it intends to seek indemnification from them with respect to the preference claim. Further, C-ME has informed Frank Yuan and ASAP Show that the $50,000 reserve originally due to be paid on March 28, 2006 under the terms of the Transfer Agreement will be retained by C-ME until this preference claim is resolved to satisfy any potential indemnity claims.

The preference claim was settled in July, 2007 and on July 2, 2007, ASAP Expo received $34,987 settlement amount derived from $50,000 net of $15,013 attorney fee.

NOTE 7 - BUSINESS SEGMENTS

Reportable business segments for the period from May 24, 2007 to September 30, 2007 were as follows:

	Period Ended
	September 30, 2007
Revenues:
Transaction sales	$	9,974
Trade shows		514,897
Buying trips		13,801
	$	538,672
Income (loss) from operations:
Transaction sales	$	16,780
Trade shows		(3,083	)
Buying trips		13,635
Corporate		--
	$	27,332
Identifiable assets:
Transaction sales	$	--
Trade shows		246,763
Buying trips		--
	$	246,763

Net sales as reflected above consist of sales to unaffiliated customers only as there were no significant inter-segment sales for the period from May 24, 2007 to September 30, 2007.There were no significant capital expenditures for the period from May 24, 2007 to September 30, 2007.

There was no significant concentration on net segment sales for the period from May 24, 2007 to September 30, 2007.Trade Show revenue relates to the Company's Las Vegas, Nevada, and China show.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

ASAP Expo, Inc.

We have audited the accompanying balance sheets of ASAP Expo, Inc. for the year ended May 31, 2007 and the related statements of operations, shareholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards of the Public Company Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ASAP Expo, Inc. as of May 31, 2007 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Sutton Robinson Freeman & Co., P. C.

Certified Public Accountants

December 17, 2007

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ASAP EXPO, INC.

BALANCE SHEET

MAY 31, 2007

ASSETS
Current assets:
Cash	$	54,717
Other receivable		1,254
Due from affiliated company		37,174
Total current assets		93,145
Other assets		9,800
Total assets	$	102,945

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	286,367
Deferred revenue		67,184
Customer deposits		88,675
Total current liabilities		442,226

Line of credit, officers		1,028,307

Commitments and contingencies

Shareholders' deficit:
Common stock, $0.001 par value; 45,000,000 shares
authorized; 8,701,480 shares issued and outstanding		8,701
Capital contribution receivable		(50,000	)
Capital deficiency		(1,326,289	)
Retained earnings		--
Total shareholders' deficit		(1,367,588	)
Total liabilities and shareholders' deficit	$	102,945

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIOD OF MAY 24, 2007 TO MAY 31, 2007

	Period Ended
	May 31, 2007
Revenues	$	--
Operating expenses		--
Income before income taxes		--
Income taxes		--
Net Income	$	--
Basic and diluted net income available to common
shareholders per share	$	--
Weighted-average number of common shares
outstanding, basic and diluted		8,701,480

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

STATEMENTS OF SHAREHOLDERS' DEFICIT

FOR THE PERIOD OF MAY 24, 2007 TO MAY 31, 2007

	Common Stock				Capital								Total
					Contribution			Capital			Retained		Shareholder's
	Shares		Amount		Receivable			deficiency			Earnings		Deficit
Balance, May 24, 2007		--	$	--	$	--		$	--		$	--	$	--
Capital contribution from the spin-off reorganization		8,701,480		8,701		(50,000	)		(1,326,289	)		--		(1,367,588	)
Net income		--		--		--			--			--		--

Balance, May 31, 2007		8,701,480	$	8,701	$	(50,000	)	$	(1,326,289	)	$	--	$	(1,367,588	)

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD OF MAY 24, 2007 TO MAY 31, 2007

	Period Ended
	May 31, 2007
Cash flows from operating activities:
Net income	$	--
Adjustments to reconcile net income to net cash provide by (used in)
operating activities:		--
Net cash provided by (used in) operating activities		--
Cash flows from investing activities		--

Cash flows from financing activities		--

Net increase (decrease) in cash		--
Cash, beginning of period		54,717
Cash, end of period	$	54,717

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	--
Income taxes	$	--

The accompanying notes are an integral part of these financial statements.

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ASAP EXPO, INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Prior to the Merger, ASAP Show assigned all of its pre-Merger business and assets to ASAP Expo and ASAP Expo assumed responsibility for all of the liabilities of ASAP Show that existed prior to the Merger.On May 24, 2007 ASAP Expo entered into an Assignment and Assumption and Management Agreement with ASAP Show and Frank Yuan whereby ASAP Expo acquired the operations of ASAP Show by the assignment and transfer all of the assets and liabilities of ASAP Show to ASAP Expo (the “Agreement”).The Agreement provides that Mr. Yuan will manage ASAP Expo within his discretion, provided that his actions or inactions do not threaten material injury to ASAP Show.The Agreement further provides that Mr. Yuan will cause ASAP Expo to file a registration statement that will, when declared effective, permit ASAP Show to distribute all of the issued and outstanding shares of ASAP Expo to the holders of ASAP Show’s common stock (the “Distribution”).Upon the registration statement being declared effective, the Board of Directors of ASAP Show will fix a record date and shareholders of record on that date will receive the Shares of ASAP Expo in proportion to their ownership of ASAP Show common stock as a dividend to ASAP Show’s common stock held by them.

GOING CONCERN

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

At May 31, 2007, the Company has a capital deficiency of approximately $1,376,289 resulted from the accumulated deficit of its parent company that was transferred to the Company according to the “Agreement”, negative working capital of approximately $349,081 and a lack of profitable operating history. The Company hopes to increase revenues from its trade shows and buying trips. 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.

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USE OF ESTIMATES

RISKS AND UNCERTAINTIES

CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

There were no significant sales concentrations for period from May 24, 2007 to May 31, 2007 and no accounts receivable concentrations at May 31, 2007.

PROPERTY AND EQUIPMENT

Property and equipment are fully depreciated at May 31, 2007.

REVENUE RECOGNITION

Revenues include amounts earned under transaction sales, trade shows, and Buying Trips.

Transaction Sales

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Trade Shows

Buying Trips

INCOME TAXES

LOSS PER SHARE

FAIR VALUE

ADVERTISING

The Company expenses the cost of advertising when incurred as general and administrative expenses. No advertising expenses were incurred for period from May 24, 2007 to May 31, 2007. Advertising costs consist primarily of costs associated with the promotion of ASAP Global Sourcing Show awareness.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

RECENT ACCOUNTING PRONOUNCEMENTS

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As of May 31, 2007, the Company has not issued any share-based payments to its employees.

In March 2006, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 156, Accounting for Servicing of Financial Assets (SFAS 156), which amends SFAS 140 , Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities . SFAS 156 permits, but does not require, an entity to choose either the amortization method or the fair value measurement method for measuring each class of separately recognized servicing assets and servicing liabilities.The provisions of SFAS No. 156 are effective for fiscal years beginning after September 15, 2006.The Company does not expect the adoption of SFAS 156 to have a material effect on its financial statements and related disclosures.

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 , Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48).This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109 , Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.FIN 48 is effective for fiscal years beginning after December 15, 2006.The Company does not expect the adoption of FIN 48 to have a material effect on its financial statements and related disclosures.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the over-funded or under-funded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions”, or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.The Company does not expect the adoption of SFAS 158 to have a material effect on its financial statements and related disclosures..

NOTE 2 – DUE FROM AFFILIATED COMPANY

NOTE 3 - LINE-OF-CREDIT FROM OFFICERS

The Company has an unsecured revolving line-of-credit (the "Line") from Frank Yuan, the Company's Chief Executive Officer, and certain family members which expires on August 1, 2009 and provides for borrowings up to a maximum of $1,300,000, as amended. The Line carries an interest rate of 10.0% per annum. The balance as of May 31, 2007 was $1,028,307, and the accrued and unpaid interest was $12,185.

NOTE 4 - INCOME TAXES

In connection with the spin-off, the tax attributes associated with ASAP Show have not been retained by the Company.Therefore, the Company has no deferred tax assets or deferred tax liabilities.In addition, the Company has no tax operating loss carry forwards available to offset future income.

NOTE 5 - SHAREHOLDERS' DEFICIT

Options and Warrants

The Company does not have a stock option plan or any options or warrants issued and outstanding as of May 31, 2007.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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Operating Lease

The Company leases office space under a non-cancelable operating lease agreement.The lease provides for monthly lease payments approximating $4,990 and expires on June 30, 2007. Future minimum lease payments under non-cancelable operating leases as of May 31, 2007 approximate the following:

Year Ending May 31, 2007,

one month $5,000

Starting July 1, 2007, the Company will lease office space under month to month lease agreement with its CEO Frank Yuan, an arms length transaction. The lease provides for monthly lease payments of $4,500.

Litigation

To the extent C-ME incurs any losses, costs or damages with respect to the preference claim, including attorneys' fees and related costs, the C-ME believes it may recover such losses, costs and damages from Frank Yuan and ASAP Show pursuant to the indemnification provisions under the Transfer Agreement, which C-Me transferred all of its assets and liabilities to ASAP Show. C-ME has informed Frank Yuan and ASAP Show that it intends to seek indemnification from them with respect to the preference claim. Further, C-ME has informed Frank Yuan and ASAP Show that the $50,000 reserve originally due to be paid on March 28, 2006 under the terms of the Transfer Agreement will be retained by C-ME until this preference claim is resolved to satisfy any potential indemnity claims.

The preference claim was settled in July, 2007 and on July 2, 2007, ASAP Expo received $34,987 settlement amount derived from $50,000 net of $15,013 attorney fee.

NOTE 7 - BUSINESS SEGMENTS

Reportable business segments for the period from May 24, 2007 to May 31, 2007 were as follows:

	Period Ended
	May 31, 2007
Revenues:
Transaction sales	$	--
Trade shows		--
Buying trips		--
	$	--
Income (loss) from operations:
Transaction sales	$	--
Trade shows		--
Buying trips		--
Corporate		--
	$	--
Identifiable assets:
Transaction sales	$	--
Trade shows		102,945
Buying trips		--
	$	102,945

Net sales as reflected above consist of sales to unaffiliated customers only as there were no significant inter-segment sales for the period from May 24, 2007 to May 31, 2007.There were no significant capital expenditures for the period from May 24, 2007 to May 31, 2007.

There was no significant concentration on net segment sales for the period from May 24, 2007 to May 31, 2007.

Trade Show revenue relates to the Company's Las Vegas, Nevada, and China show.

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Exhibit 2.1

ASSIGNMENT AND ASSUMPTION

and

MANAGEMENT AGREEMENT

This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on May 24, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): ASAP Show, Inc., a Nevada corporation (the “Company”), ASAP Holdings, Inc., a Nevada corporation (the “Subsidiary”) and Frank Yuan (the “Manager”)..

WHEREAS, the Company is engaged in the business of organizing trade shows and other business activities further described below (the “Business”); and

WHEREAS, the Company operates the Business on leased premises located at 4349 Baldwin Ave., Unit A, El Monte, CA (the “Premises”); and

WHEREAS, the Company has caused the Subsidiary to be formed and organized as the Company’s wholly owned subsidiary; and

WHEREAS, the Company desires to transfer all of the assets of the Business to the Subsidiary and to cause the Subsidiary to assume all liabilities and obligations of the Business accrued as of the time of Closing, as more fully described herein; and

WHEREAS, on the date of and immediately following the closing of the transactions contemplated by this Agreement, the Company intends to consummate the closing of a share purchase and merger pursuant to the terms of a Share Purchase and Merger Agreement dated May 24, 2007 (the “Merger Agreement”) by and among the Company, Sino-American Petroleum Group, Inc. and others; and

WHEREAS , as a condition to consummation of the merger pursuant to the Merger Agreement, the Manager, who is the sole officers of the Company, must resign from his position in management of the Company; and

WHEREAS, the Subsidiary wishes to engage the Manager, and the Manager wishes to be engaged, to manage and operate the business of the Subsidiary, effective at the Time of Closing (defined herein) and upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1 : TRANSFER AND ASSIGNMENT OF ASSETS

The “Business” includes four related segments, including the production of trade shows, the provision of private internet sourcing networks for the Company’s retail partners, the provision of a purchasing platform allowing US buyers to purchase merchandise produced overseas, and a logistics warehouse providing storage, shipping, and billing services for overseas manufacturers. On the terms and subject to the conditions herein expressed, Company hereby sells, conveys, transfers, assigns, sets over and delivers to Subsidiary at the Time of Closing (as defined in Section 4.1), and Subsidiary assumes and accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, then owned, possessed or operated by Company and used in the operation of the Business, wheresoever situate (collectively, the “Assets”), including without limitation the following:

1.1 Machinery and Equipment . All machinery, equipment, computers and computer hardware, office furniture and fixtures, and other fixed or tangible assets;

1.2 Inventories . All inventories, including without limitation merchandise, materials, component parts, production and office supplies, stationery and other imprinted material, promotional materials, and business records;

1.3 Licenses and Permits . All licenses, permits and authorizations used by the Company to own and operate all of the Assets , to conduct the Business and to occupy the Premises for the purpose of conducing the Business thereon;

1.4 Intangible Property . All intangible assets of Company which are transferable including, but not limited to, customer and supplier lists, privileges, permits, licenses, software and software licenses, certificates, commitments, goodwill, registered and unregistered patents, trademarks, service marks and trade names, and applications for registration thereof and the goodwill associated therewith, including without limitation the exclusive right to use the name ASAP Show or derivations thereof in the Business, the right to receive mail related to the Business and the Assets which is addressed to the Company, and the right to telephone numbers used at the Premises in the Business;

1.5 Cash and Accounts Receivable. All accounts receivable, deposit accounts, cash and cash equivalents and securities owned by the Company including, without limitation, the cash proceeds of the Share Purchase received by the Company pursuant to the Merger Agreement;

1.6 Contract Rights . All rights and benefits of or in favor of Company resulting or arising from any contracts, purchase orders, sales orders, forward commitments for goods or services, leases (including security deposits held by the landlord pursuant to the lease of the Premises), franchise or license agreements, beneficial interests in covenants not to compete or confidentiality covenants, the rights of Company related to any other agreements whatsoever which arise out of the operation of the Business; and

1.7 Claims. Claims made in lawsuits and other proceedings filed by the Company, judgments and settlements in the Company’s favor, rights to refunds, including rights to and claims for federal and state income and franchise tax refunds and refunds of other taxes paid based upon or measured by the income of the Business prior to the Closing, and insurance policies and rights accrued thereunder.

ARTICLE 2 : ASSUMPTION OF LIABILITIES

2.1 Scope of Liabilities Assumed. Subsidiary shall assume, pay, perform or discharge any and all debts, liabilities or obligations of any nature of Company, whether contingent or fixed and whether known or unknown, arising from the ownership or operation of the Assets or the Business and the occupation of the Premises which have accrued at the Time of Closing including, without limitation, all obligations of the Company to the Manager arising in connection with the line of credit in the maximum amount of $1,100,000 extended by the Manager to the Company; and Subsidiary shall promptly provide for payment, performance and discharge of the same in accordance with their terms.

ARTICLE 3 : COLLECTION OF ACCOUNTS RECEIVABLE

3.1 Right to Collect. Following the closing, Subsidiary shall have the right to collect the accounts receivables of the Company and to settle, compromise, sue for collection, or take any action whatsoever with respect to the receivables. Company shall cooperate with Subsidiary in notifying customers as to any payment instructions or change of address that Subsidiary may wish to communicate to the customers. In the event Company receives payment of any receivable transferred to the Subsidiary, it shall promptly endorse such payment and deliver it over to the Subsidiary.

ARTICLE 4 : THE CLOSING

4.1 The Closing . The closing of the transactions contemplated in this Agreement (“Closing”) shall take place simultaneously with the closing of the transactions contemplated under the Merger Agreement. The effective time of closing is referred to herein as the “Time of Closing.”

4.2 Deliveries by Company. At Closing, Company shall deliver to Subsidiary, in addition to all other items specified elsewhere in this Agreement, the following:

(a) Such instruments of sale, conveyance, transfer, assignment, endorsement, direction or authorization as will be required or as may be desirable to vest in Subsidiary, its successors and assigns, all right, title and interest in and to the Assets, subject to any and all mortgages, pledges, liens, encumbrances, equities, charges, conditional sale or other title retention agreements, assessments, covenants, restrictions, reservations, commitments, obligations, or other burdens or encumbrances of any nature whatsoever that exist at the Time of Closing;

(b) All of the files, documents, papers, agreements, books of account and records pertaining to the Assets and the Business;

(d) To the extent required, the consents of third parties to the assignment and transfer of any of the Assets.

4.3 Deliveries by Subsidiary. At Closing, the Subsidiary shall deliver to the Company, any instruments, in addition to this Agreement, as the Company deems necessary or desirable fully to secure the assumption by the Subsidiary, its successors and assigns, of all liabilities and obligations of the Company, as described Section 2.1 hereof.

ARTICLE 5 : COVENANTS ON AND SUBSEQUENT TO THE CLOSING DATE

On and after the Closing Date, Subsidiary and Company (as the case may be) covenant as follows:

5.1 Pay Creditors . Following the Closing, Subsidiary shall pay all payables and other obligations of Company assumed hereunder by the Subsidiary, as such obligations become due in the ordinary course of business.

5.2 Lawsuits. Without limiting the generality of Section 2.01, following the Closing, the Subsidiary shall continue the defense of any and all lawsuits or other claims filed or threatened against the Company, including the cross complaint filed against the Company by Maureen Storch et al and the claim for indemnification threatened by Cyber Merchants Exchange, Inc.

5.3 Insurance Policies . Subsidiary shall name the Company as an additional insured on all insurance policies transferred by the Company or any other insurance policies covering the period prior to the Time of Closing.

5.4 Right to Inspect Records . The Subsidiary shall permit the Company and its agents to have reasonable access to the books and accounts of the Subsidiary (at the expense of the Company) for the purpose of filing tax returns, preparing filings required by the Securities and Exchange Commission, and all other legitimate purposes.

5.5 Execution of Further Documents . Upon the request of either party, the other party shall execute, acknowledge and deliver all such further acts, deeds, bills of sale, assignments, assumptions, undertakings, transfers, conveyances, title certificates, powers of attorney and assurances as may be required , in the case of Subsidiary, to convey and transfer to, and vest in, Subsidiary all of Company’s right, title and interest in the Assets, and in the case of the Company, to secure the assumption of the Company’s obligations and liabilities arising as of the Time of Closing.

ARTICLE 6 : MANAGEMENT AND OPERATION OF SUBSIDIARY

6.1 Titles . The Subsidiary hereby engages the Manager to manage and operate its business. The Board of Directors of the Subsidiary shall consist of the following individuals: Frank Yuan, Charles Rice, Deborah Shamaley and James Vandeberg (the “Board”). In addition, the Manager shall serve as the sole officer of the Subsidiary and shall have the following titles: President, Chief Executive Officer, Chief Financial Officer and Secretary.

6.2 Duties . The Manager agrees that he will manage and operate the business of the Subsidiary to the best of his abilities and will devote such time and effort as necessary to fulfill his duties under this Agreement. In addition to his general duties, the Manager shall use all reasonable efforts to cause a registration statement for a public offering and sale of the common stock of the Subsidiary (“Registration Statement”) to be filed with the Securities and Exchange Commission (“SEC”) and declared effective.

6.3 Management of Subsidiary . The Company agrees that the Board and the Manager will have exclusive authority over the operations of the Subsidiary, except that the Company shall be entitled to intervene in the event that a breach of the covenants in this Agreement or any conduct by the Board or the Manager in the course of operating the Subsidiary threatens the Company with material harm or material liability of any kind. (In any such event, the Company shall be entitled to remove the Board and Manager as directors and officers of the Subsidiary and to elect a new Board of Directors.) The Manager shall maintain such books and records of the operations of the Subsidiary as are required by the Rules of the SEC, and shall prepare quarterly and annual financial statements promptly so as to permit the Company to file periodic reports with the SEC according to SEC Rules

6.4 Company’s Covenants; Spin Off of Subsidiary. The Company shall not cause any funds or assets of the Subsidiary to be paid or transferred to the Company, nor shall the Company cause the Subsidiary to issue any capital stock of any class or series or any options, warrants or rights to acquire capital stock of the Subsidiary whether for additional consideration or on conversion. Subject to the provisions of the Nevada Revised Statutes, the Company agrees that, immediately upon the declaration of effectiveness of the Registration Statement, it shall declare a dividend in the form of all of the shares of common stock of the Subsidiary, and that such dividend shall be payable to the holders of common stock of the Company (and not to holders of any other class of stock of the Company).

ARTICLE 7 : INDEMNIFICATION

7.1 Indemnification by Company . From and after the Closing, the Company shall indemnify and save Subsidiary, its officers and directors, and their respective successors, assigns, heirs and legal representatives (“Subsidiary Indemnitees”) harmless from and against any and all losses, claims, damages, liabilities, costs, expenses or deficiencies including, without limitation, actual attorneys’ fees and other costs and expenses incident to proceedings or investigations or the defense or settlement of any claim incurred by or asserted against any Subsidiary Indemnitee due to or resulting from a violation or default by Company with respect to any of Company’s covenants, obligations or agreements hereunder or any losses or expenses incurred in connection with, or payments by Subsidiary of, any debts, obligations or liabilities of Company arising after the Time of Closing.

7.2 Indemnification by Subsidiary and Manager . From and after the Closing, the Subsidiary and the Manager shall, jointly and severally, indemnify and save Company, its officers and directors, and their respective successors, assigns, heirs and legal representatives (“Company Indemnitees”) harmless from and against any and all losses, claims, damages, liabilities, costs, expenses or deficiencies including, without limitation, actual attorneys’ fees and other costs and expenses incident to proceedings or investigations or the defense or settlement of any claim, incurred by or asserted against any Company Indemnitee due to or resulting from a violation or default by Subsidiary with respect to any of Subsidiary’s covenants, obligations or agreements hereunder and any losses or expenses incurred in connection with, or payments by Company of the debts, liabilities and obligations assumed by the Subsidiary hereunder or the debts, liabilities and obligations of, the Subsidiary arising after the Time of Closing.

7.3 Indemnification Procedures .

(a) The party seeking indemnification (“Indemnified Party”) shall give the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”) of its indemnification claim which notice shall (i) be in writing, (ii) include the basis for the indemnification, and (iii) include the amount Indemnified Party believes is the amount to be indemnified, if reasonably possible.

(b) Indemnifying Party shall be deemed to accept Indemnified Party’s claim unless, within twenty (20) business days after receipt of any Claim Notice, Indemnifying Party delivers to Indemnified Party notice of non-acceptance of the indemnification claim, which must (a) be in writing and (b) include the basis for the disagreement.

(c) The parties shall attempt in good faith to resolve any issues concerning liability and the amount of such claim and any issues which they cannot resolve within thirty (30) days after delivery of the notice of non-acceptance pursuant to Section 7.3(b) shall be settled by arbitration in accordance with the rules of the American Bar Association, by a sole arbitrator located in California or such other location as the parties shall agree, whose determination shall be final and binding on the parties hereto. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award legal fees, arbitration costs and other expenses, in whole or in part, to the prevailing party.

ARTICLE 8 : MISCELLANEOUS

8.1 Benefit . This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, assignees, heirs and legal representatives.

8.2 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

8.3 Amendment, Modification and Waiver . Any Party hereto may waive in writing any term or condition contained in this Agreement and intended to be for its benefit; provided, however, that no waiver by any Party, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term or condition. Each amendment, modification, supplement or waiver shall be in writing and signed by the Party or Parties to be charged.

8.4 Entire Agreement . This Agreement and the exhibits, schedules and other documents expressly provided hereunder or delivered herewith represent the entire understanding of the parties.

8.5 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows:

(a) If sent by reputable overnight air courier (such as Federal Express), 2 business days after being sent;

(b) If sent by facsimile transmission, with a copy mailed on the same day in the manner provided in clause (a) above, when transmitted and receipt is confirmed by the fax machine; or

All notices and other communications under this Agreement shall be sent or delivered as follows:

If to the Company, to:

Huakang Zhou

18 Kimberly Court

East Hanover, NJ 07936

Telephone: 973-462-8777

Facsimile: 973-966-8870

with a copy to (which shall not constitute notice):

	Robert Brantl, Esq.
	52 Mulligan Lane

	Irvington, NY 10533
	Telephone: 914-693-3026

Facsimile: 914-693-1807

If to the Subsidiary or the Manager, to:

ASAP, Inc.

c/o Frank Yuan

4349 Baldwin Ave., Unit A

El Monte, CA 91731

	Telephone: 626-636-2530 Ext. 109
	Facsimile: 626-636-2536

with a copy to (which shall not constitute notice):

	James Vanderberg, Esq.
	The Otto Law Group, PLLC

	601 Union St., Suite 4500
	Seattle, WA 98101

		Telephone: 206-262-9545 Ext. 215
		Facsimile: 206-262-9513

Each Party may change its address by written notice in accordance with this Section.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on May 24, 2007.

ASAP Show, Inc.

By: /s/ Frank S. Yuan

Frank Yuan, Chief Executive Officer

ASAP Holdings, Inc.

By: /s/ Frank S. Yuan

Frank Yuan, Chief Executive Officer

MANAGER:

/s/ Frank S. Yuan

Frank Yuan

Exhibit 2.2

FIRST AMENDMENT TO THE

ASSIGNMENT AND ASSUMPTION AND MANAGEMENT AGREEMENT

THIS FIRST AMENDMENT to the Assignment and Assumption and Management Agreement, dated May 24, 2007, by and among ASAP Show, Inc. a Nevada corporation (the “ Company ”), ASAP Holdings, Inc., a Nevada corporation (the “ Subsidiary ”) and Frank Yuan (the “ Manager ”), collectively referred to as the “ Parties ,” (the “ Agreement ”) entered into this _____ day of August, 2007, amends the Agreement as follows (the “ Amendment ”):

RECITALS

WHEREAS, the Parties entered the Agreement, attached hereto as Exhibit A , May 24, 2007; and

WHEREAS, in furtherance of the Agreement, the Parties wish to amend the Agreement in order to correct an error by changing the Subsidiary’s name from ASAP Holdings, Inc. to ASAP Expo, Inc.

AGREEMENT

Accordingly, the Parties hereby agree as follows:

1.	The opening paragraph of the Agreement is hereby amended to read as follows:

This Assignment and Assumption and Management Agreement (this “Agreement”) is made and entered into on May 24, 2007, by and among the following parties (each a “Party” and collectively, the “Parties”): ASAP Show, Inc. a Nevada corporation (the “Company”), ASAP Expo, Inc. a Nevada corporation and wholly owned subsidiary of the Company (the “Subsidiary”) and Frank Yuan (the “Manager”).

2.	Except as otherwise provided herein, all other terms of this Agreement remain in full force and effect.

This Amendment sets forth the entire understanding and agreement of the Parties, and supersedes any and all prior contemporaneous oral or written agreements or understandings between the Parties as to the subject matter of this Amendment. This Amendment shall be governed by the laws of the State of Nevada.

4.	This Amendment may be executed by facsimile and in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[ Signature Page to Follow ]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the date first written above.

ASAP Show, Inc.:

/s/ Frank S. Yuan _________________

By: Frank S. Yuan

Its: Chief Executive Officer

ASAP Expo, Inc.:

/s/ Frank S. Yuan _________________

By: Frank S. Yuan

Its: Chief Executive Officer

Manager:

/s/ Frank S. Yuan _________________

Frank S. Yuan

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

ASAP EXPO, INC.

The Articles of Incorporation of ASAP Expo, Inc. were originally filed with the Secretary of State of the State of Nevada on April 10, 2007. These Amended and Restated Articles of Incorporation were duly proposed by the Board of Directors and adopted by the sole Shareholder of ASAP Expo, Inc. in accordance with the provisions of Nevada Revised Statues 78.390, 78.403 and 78.385. The Articles of Incorporation of ASAP Expo, Inc. are hereby amended and restated to read in full as follows:

ARTICLE I

The name of the corporation is “ASAP Expo, Inc.”

ARTICLE II

2.1. Authorized Capital

The total number of shares that this corporation is authorized to issue is 50,000,000, consisting of 45,000,000 shares of Common Stock having a par value of $0.001 per share and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share. The Common Stock is subject to the rights and preferences of the Preferred Stock as set forth below.

2.2. Issuance of Preferred Stock by Class and in Series

The Preferred Stock may be issued from time to time in one or more classes and one or more series within such classes in any manner permitted by law and the provisions of these Articles of Incorporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for its issuance, prior to the issuance of any shares. The Board of Directors shall have the authority to fix and determine and to amend the designation, preferences, limitations and relative rights of the shares (including, without limitation, such matters as dividends, redemption, liquidation, conversion and voting) of any class or series that is wholly unissued or to be established. Unless otherwise specifically provided in the resolution establishing any class or series, the Board of Directors shall further have the authority, after the issuance of shares of a class or series whose number it has designated, to amend the resolution establishing such class or series to decrease the number of shares of that class or series, but not below the number of shares of such class or series then outstanding.

ARTICLE III

The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

3.1 Omnibus.

To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized (“applicable corporate law”) and any and all acts amendatory thereof and supplemental thereto.

3.2. Carrying On Business Outside State.

To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

3.3. Purposes To Be Construed As Powers.

The purposes specified herein shall be construed both as purposes and powers and shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

ARTICLE IV

Except as may be authorized pursuant to Section 2.2 of Article II, no preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE V

The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.

ARTICLE VI

6.1. Number of Directors

The Board of Directors shall be composed of not less than one nor more than nine Directors. Except with respect to the initial Director, the specific number of Directors shall be set by resolution of the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office. The number of Directors of this corporation may be increased or decreased from time to time in the manner provided herein, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

6.2. Removal of Directors

The shareholders may remove one or more Directors with or without cause, but only at a special meeting called for the purpose of removing the Director or Directors, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director or Directors.

6.3. Vacancies on Board of Directors

If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Board of Directors may fill the vacancy, or, if the Directors in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the Directors in office. The shareholders may fill a vacancy only if there are no Directors in office.

ARTICLE VII

This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by the applicable corporate law, and the rights of the shareholders of this corporation are granted subject to this reservation.

ARTICLE VIII

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of this corporation, subject to the power of the shareholders to amend or repeal such Bylaws. The shareholders shall also have the power to amend or repeal the Bylaws of this corporation and to adopt new Bylaws.

ARTICLE IX

9.1. Shareholder Actions

Subject to any limitations imposed by applicable securities laws, any action required or permitted to be taken at a shareholders meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

9.2. Number of Votes Necessary to Approve Actions

Whenever applicable corporate law permits a corporation’s articles of incorporation to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by shareholders, these Articles of Incorporation hereby specify that the number of shares required to approve such an action shall be such lesser number.

9.3. Special Meetings of Shareholders

So long as this corporation is a public company, special meetings of the shareholders of the corporation for any purpose may be called at any time by the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.

9.4. Quorum for Meetings of Shareholders.

Except with respect to any greater requirement contained in these Articles of Incorporation or the applicable corporate law, one-third of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the applicable corporate law, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of shareholders.

ARTICLE X

To the full extent that applicable corporate law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the personal liability of Directors, a Director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a Director. Any amendments to or repeal of this Article X shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

ARTICLE XI

11.1. Indemnification.

The corporation shall indemnify its directors to the full extent permitted by applicable corporate law now or hereafter in force. However, such indemnity shall not apply if the director did not (a) act in good faith and in a manner the director reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal action or proceeding, have reasonable cause to believe the director’s conduct was unlawful. The corporation shall advance expenses for such persons pursuant to the terms set forth in the Bylaws, or in a separate Board resolution or contract.

11.2. Authorization.

The Board of Directors may take such action as is necessary to carry out these indemnification and expense advancement provisions. It is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, contracts, or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions. Such Bylaws, resolutions, contracts or further arrangements shall include but not be limited to implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.

11.3. Effect of Amendment.

No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

ARTICLE XII

These Articles of Incorporation shall become effective upon filing.

IN WITNESS WHEREOF, the undersigned, President of the corporation, hereby makes, files and records these Articles of Incorporation and certifies that it is the act and deed of the corporation and that the facts stated herein are true.

/s/ Frank S. Yuan 5/22/2007

Frank S. Yuan, President Date

Exhibit 3.2

Bylaws

ASAP EXPO, INC.

Table of Contents

SECTION 1 – OFFICES			4

SECTION 2 – SHAREHOLDERS			4
	2.1	Annual Meeting	4
	2.2	Special Meetings	4
	2.3	Meetings by Communications Equipment	4
	2.4	Date, Time and Place of Meetings	4
	2.5	Notice of Meeting	4
	2.6	Waiver of Notice	4
	2.7	Fixing of Record Date for Determining Shareholders	4
	2.8	Voting Record	4
	2.9	Quorum	5
	2.10	Manner of Acting	5
	2.11	Proxies	5
	2.12	Voting Shares	5
	2.13	Voting for Directors	5
	2.14	Action by Shareholders Without a Meeting	5

SECTION 3 – BOARD OF DIRECTORS			6
	3.1	General Powers	6
	3.2	Number, Classification and Tenure	6
	3.3	Annual and Regular Meetings	6
	3.4	Special Meetings	6
	3.5	Meetings by Communications Equipment	6
	3.6	Notice of Special Meetings	6
	3.6.1	Personal Delivery	6
	3.6.2	Delivery by Mail	6
	3.6.3	Delivery by Private Carrier	6
	3.6.4	Facsimile Notice	7
	3.6.5	Delivery by Telegraph	7
	3.6.6	Oral Notice	7
	3.7	Waiver of Notice	7
	3.7.1	In Writing	7
	3.7.2	By Attendance	7
	3.8	Quorum	7
	3.9	Manner of Acting	7
	3.10	Presumption of Assent	7
	3.11	Action by Board or Committees Without a Meeting	7
	3.12	Resignation	8
	3.13	Removal	8
	3.14	Vacancies	8
	3.15	Executive and Other Committees	8
	3.15.1	Creation of Committees	8
	3.15.2	Authority of Committees	8
	3.15.3	Minutes of Meetings	8
	3.15.4	Removal	8
	3.16	Compensation	8

SECTION 4 – OFFICERS			9
	4.1	Appointment and Term	9
	4.2	Resignation	9
	4.3	Removal	9
	4.4	Contract Rights of Officers	9
	4.5	Chairman of the Board	9
	4.6	President	9
	4.7	Vice President	9
	4.8	Secretary	9
	4.9	Treasurer	9
	4.10	Salaries	10

SECTION 5 – CONTRACTS, LOANS, CHECKS AND DEPOSITS			10
	5.1	Contracts	10
	5.2	Loans to the Corporation	10
	5.3	Checks, Drafts, Etc.	10
	5.4	Deposits	10

SECTION 6 – CERTIFICATES FOR SHARES AND THEIR TRANSFER			10
	6.1	Issuance of Shares	10
	6.2	Certificates for Shares	10
	6.3	Stock Records	10
	6.4	Restriction on Transfer	10
	6.5	Transfer of Shares	11
	6.6	Lost or Destroyed Certificates	11

SECTION 7 – BOOKS AND RECORDS			11

SECTION 8 – ACCOUNTING YEAR			11

SECTION 9 – SEAL			11

SECTION 10 – INDEMNIFICATION			12
	10.1	Right to Indemnification	12
	10.2	Restrictions on Indemnification	12
	10.3	Advancement of Expenses	12
	10.4	Right of Indemnitee to Bring Suit	12
	10.5	Nonexclusivity of Rights	12
	10.6	Insurance, Contracts and Funding	12
	10.7	Identification of Employees and Agents of the Corporation	12
	10.8	Persons Serving Other Entities	13

SECTION 11 – LIMITATION OF LIABILITY			13

SECTION 12 – AMENDMENTS			13

Table of Contents

SECTION 1. OFFICES

The principal office of the corporation shall be located at the principal place of business or such other place as the Board of Directors (“ Board ”) may designate. The corporation may have such other offices as the Board may designate or as the business of the corporation may require.

SECTION 2. STOCKHOLDERS

2.1 Annual Meeting

The annual meeting of the stockholders to elect Directors and transact such other business as may properly come before the meeting shall be held on a date not more than 180 days after the end of the corporation’s fiscal year, such date and time to be determined by the Board.

2.2 Special Meetings

Special meetings of the stockholders of the corporation for any purpose may be called at any time by the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.

2.3 Meetings by Communications Equipment

Stockholders may participate in any meeting of the stockholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

2.4 Date, Time and Place of Meeting

Except as otherwise provided in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by or at the direction of the Board.

2.5 Notice of Meeting

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the President or the Secretary to each stockholder entitled to notice of or to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the corporation’s assets other than in the regular course of business or the dissolution of the corporation shall be given not less than 20 or more than 60 days before such meeting. If an annual or special stockholders’ meeting is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to stockholders entitled to notice of or to vote as of the new record date.

Such notice may be transmitted by mail, private carrier, personal delivery, telegraph, teletype or communications equipment that transmits a facsimile of the notice. If those forms of written notice are impractical in the view of the Board, the Chairman of the Board, the President or the Secretary, written notice may be transmitted by an advertisement in a newspaper of general circulation in the area of the corporation’s principal office. If such notice is mailed, it shall be deemed effective when deposited in the official government mail, first-class postage prepaid, properly addressed to the stockholder at such stockholder’s address as it appears in the corporation’s current record of stockholders. Notice given in any other manner shall be deemed effective when dispatched to the stockholder’s address, telephone number or other number appearing on the records of the corporation. Any notice given by publication as herein provided shall be deemed effective five days after first publication.

2.6 Waiver of Notice

Whenever any notice is required to be given by a stockholder under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Private Corporations Law, a waiver of notice in writing, signed by the person or persons entitled to such notice and delivered to the corporation, whether before or after the date and time of the meeting or before or after the action to be taken by consent is effective, shall be deemed equivalent to the giving of such notice. Further, notice of the time, place and purpose of any meeting will be deemed to be waived by any stockholder by attendance in person or by proxy, unless such stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2.7 Fixing of Record Date for Determining Stockholders

For the purpose of determining stockholders entitled (a) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (b) to receive payment of any dividend, or (c) in order to make a determination of stockholders for any other purpose, the Board may fix a future date as the record date for any such determination. Such record date shall be not more than 60 days, and, in case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to stockholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is set for the determination of stockholders entitled to receive payment of any stock, dividend or distribution (other than one involving a purchase, redemption or other acquisition of the corporation’s shares), the record date shall be the date the Board authorizes the stock dividend or distribution.

2.8 Voting Record

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At least 10 days before each meeting of stockholders, an alphabetical list of the stockholders entitled to notice of such meeting shall be made, arranged by voting group and by each class or series of shares, with the address of and number of shares held by each stockholder. This record shall be kept at the principal office of the corporation for 10 days prior to such meeting, and shall be kept open at such meeting, for the inspection of any stockholder or any stockholder’s agent or attorney.

2.9 Quorum

Except with respect to any greater requirement contained in the Articles of Incorporation or the Nevada Private Corporations Law, one-third of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the Nevada Private Corporations Law, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of stockholders. If less than the required number of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.10 Manner Acting

If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Articles of Incorporation or the Nevada Private Corporations Law requires a greater number of affirmative votes. Whenever the Nevada Private Corporations Law permits a corporation’s bylaws to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by stockholders, these Bylaws hereby specify that the number of shares required to approve such an action shall be such lesser number.

2.11 Proxies

As stockholder may vote by proxy executed in writing by the stockholder or by his or her attorney-in-fact or agent. Such proxy shall be effective when received by the Secretary or other officer or agent authorized to tabulate votes. A proxy shall become invalid 11 months after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle its holder to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment.

2.12 Voting Shares

Except as provided in the Articles of Incorporation, each outstanding share entitled to vote with respect to a matter submitted to a meeting of stockholders shall be entitled to one vote upon such matter.

2.13 Voting for Directors

Each stockholder entitled to vote in an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote. Stockholders shall not have the right to cumulate their votes. Unless otherwise provided in the Articles of Incorporation, the candidates elected shall be those receiving the largest number of votes cast, up to the number of Directors to be elected.

2.14 Action by Stockholders Without a Meeting

Any action that may be or is required to be taken at a meeting of the stockholders may be taken without a meeting if one or more written consents describing the action taken shall be signed by stockholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. The Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If not otherwise fixed by the Board, the record date for determining stockholders entitled to take action without a meeting is the date the first stockholder consent is delivered to the corporation. A stockholder may withdraw a consent only by delivering a written notice of withdrawal to the corporation prior to the time that consents sufficient to authorize taking the action have been delivered to the corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent. A written consent is not effective to take the action referred to in the consent unless, within 60 days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation. Unless the consent specifies a later effective date, actions taken by written consent of the stockholders are effective when (a) consents sufficient to authorize taking the action are in possession of the corporation and (b) the period of advance notice required by the Articles of Incorporation to be given to any nonconsenting or nonvoting stockholders has been satisfied. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders.

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SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Nevada Private Corporations Law.

3.2 Number, Classification and Tenure

The Board of Directors shall be composed of not less than one nor more than nine Directors. The specific number of Directors shall be set by resolution of the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office. The number of Directors of this corporation may be increased or decreased from time to time in the manner provided by the Articles of Incorporation, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Absent his or her death, resignation or removal, a Director shall continue to serve despite the expiration of the Director’s term until his or her successor shall have been elected and qualified or until there is a decrease in the number of Directors. Directors need not be stockholders of the corporation or residents of the state of Nevada, and need not meet any other qualifications.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one-third or more of the Directors in office and, in the case of any special meeting of any committee designated by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.

3.5 Meetings by Communications Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery

If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting.

3.6.2 Delivery by Mail

If notice is delivered by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the corporation, with postage thereon prepaid.

3.6.3 Delivery by Private Carrier

If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

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3.6.4 Facsimile Notice

If a notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation.

3.6.5 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.6 Oral Notice

If notice is delivered by orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice

3.7.1 In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Private Corporations Law, a waiver thereof in writing, signed by the person or persons entitled to such notice and delivered to the corporation, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2 By Attendance

A Director’s attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at such meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the committee meeting from time to time without further notice.

3.9 Manner of Acting

If a quorum is present when the vote is taken, the act of the majority of the Directors present at a Board or committee meeting shall be the act of the Board or such committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Nevada Private Corporations Law.

3.10 Presumption of Assent

A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting any business at such meeting, (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

3.11 Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member either before or after the action is taken and delivered to the corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

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3.12 Resignation

Any Director may resign from the Board or any committee of the Board at any time by delivering either oral tender of resignation at any meeting of the Board or any committee, or written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Removal

At a meeting of stockholders called expressly for that purpose, one or more members of the Board, including the entire Board, may be removed with or without cause (unless the Articles of Incorporation permits removal for cause only) by the holders of the shares entitled to elect the Director or Directors whose removal is sought if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director.

3.14 Vacancies

If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy, or, if the Directors in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors in office. The stockholders may fill a vacancy only if there are no Directors in office. A Director elected to fill a vacancy shall serve only until the next election of Directors by the stockholders.

3.15 Executive and Other Committees

3.15.1 Creation of Committees

The Board, by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws, may create standing or temporary committees, including an Executive Committee, and appoint members from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, the Articles of Incorporation, these Bylaws and applicable law. Each committee must have one or more members, and the Board may designate one or more Directors as alternate members who may replace any absent or disqualified member at any committee meeting, with all such members and alternate members to serve at the pleasure of the Board.

3.15.2 Authority of Committees

Each Committee shall have and may exercise all the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no such committee shall have the authority to: (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the Articles of Incorporation or the Nevada Private Corporations Law to be submitted to stockholders for approval or (ii) adopt, amend or repeal any bylaw of the corporation.

3.15.3 Minutes of Meetings

All committees shall keep regular minutes of their meetings and shall cause them to be recorded n books kept for that purpose.

3.15.4 Removal

The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of the greater of a majority of Directors then in office and the number of Directors required to take action in accordance with these Bylaws.

3.16 Compensation

By Board resolution, Directors and committee members may be paid either expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefore.

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SECTION 4. OFFICERS

4.1 Appointment and Term

The officers of the corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint executive officers. As used herein, the term “ executive officer ” shall mean the President, the chief financial officer and any other officer designated by the Board as an executive officer. The Board or the President may appoint such other officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.

4.2 Resignation

Any officer may resign at any time by delivering written notice to the corporation. Any such resignation is effective upon delivery, unless the notice of resignation specifies a later effective date, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

4.3 Removal

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed at any time, with or without cause, by any officer authorized to appoint such officer or assistant officer.

4.4 Contract Rights of Officers

The appointment of an officer does not itself create contract rights.

4.5 Chairman of the Board

If appointed, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meetings.

4.6 President

If appointed, the President shall be the chief executive officer of the corporation unless some other offices is to designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board, and, subject to the Board’s control, shall supervise and control all the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and stockholders and for authentication of the records of the corporation.

4.7 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board.

4.8 Secretary

If appointed, the Secretary shall be responsible for preparation of minutes of the meetings of the Board and stockholders, maintenance of the corporation records and stock registers, and authentication of the corporation’s records, and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.9 Treasurer

If appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

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4.10 Salaries

The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

5.4 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may authorize.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the corporation shall be issued unless authorized by the Board, or by a committee designated by the Board to the extent such committee is empowered to do so.

6.2 Certificates for Shares

Certificates representing shares of the corporation shall be signed, either manually or in facsimile, by the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary and shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

6.3 Stock Records

The stock transfer books shall be kept at the principal office at the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6.4 Restriction on Transfer

Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

6.5	Transfer of Shares

The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

6.6 Lost or Destroyed Certificates

In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon such terms and indemnity to the corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

The corporation shall:

(a) Keep as permanent records minutes of all meetings of its stockholders and the Board, a record of all actions taken by the stockholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the corporation.

(b) Maintain appropriate accounting records.

(c) Maintain a record of its stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the corporation.

(d) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Keep a copy of the following records at its principal office:

1. the Articles of Incorporation and all amendments thereto as currently in effect;

2. these Bylaws and all amendments thereto as currently in effect;

3. the minutes of all meetings of stockholders and records of all action taken by stockholders without a meeting, for the past three years

4. the corporation’s financial statements for the past three years;

5. all written communications to stockholders generally within the past three years;

6. a list of the names and business addresses of the current Directors and officers; and

7. the most recent annual report delivered to the Nevada Secretary of State.

SECTION 8. ACCOUNTING YEAR

The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected by the Board for purposes of federal income taxes, or any other purpose, the accounting year shall be the year so selected.

SECTION 9. SEAL

The Board may provide for a corporate seal that shall consist of the name of the corporation, the state of its incorporation, and the year of its incorporation.

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SECTION 10. INDEMNIFICATION

10.1 Right to Indemnification

Each person who was, is or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter “ proceedings ”), by reason of the fact that he or she is or was a Director or officer of the corporation or, that being or having been such a Director or officer of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereafter an “ indemnitee ”), whether the basis of a proceeding is alleged action in an official capacity or in any other capacity while serving as such a Director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the corporation against all losses, claims, damages (compensatory, exemplary, punitive or otherwise), liabilities and expenses (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties, amounts to be paid in settlement and any other expenses) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer of the Company or a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall insure to the benefit of the indemnitee’s heirs, executors and administrators. Except as provided in subsection 10.4 of this Section with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this Section shall be a contract right.

10.2 Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee (a) if the indemnitee did not (i) act in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, have reasonable cause to believe the indemnitee’s conduct was unlawful or (b) if the corporation is otherwise prohibited by applicable law from paying such indemnification. Notwithstanding the foregoing, if Section 78.7502 or any successor provision of the Nevada Private Corporations Law is hereafter amended, the restrictions on indemnification set forth in this subsection 10.2 shall be as set forth in such amended statutory provision.

10.3 Advancement of Expenses

The right to indemnification conferred in this Section shall include the right to be paid by the corporation the expenses reasonably incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”). An advancement of expenses shall be made upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified.

10.4 Right of Indemnitee to Bring Suit

If a claim under subsection 10.1 or 10.3 of this Section is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of the undertaking, the indemnitee shall be entitled to be paid also the expense of litigating such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, when the required undertaking has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.

10.5 Nonexclusivity of Rights

The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board or stockholders, contract or otherwise.

10.6 Insurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the authority or right to indemnify such person against such expense, liability or loss under the Nevada Private Corporations Law or other law. The corporation may enter into contracts with any Director, officer, partner, trustee, employee or agent of the corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

10.7 Indemnification of Employees and Agents of the Corporation

In addition to the rights of indemnification set forth in subsection 10.1, the corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the corporation (a) with the same scope and effect as the provisions of this Section with respect to indemnification and the advancement of expenses of Directors and officers of the corporation; (b) pursuant to rights granted or provided by the Nevada Private Corporations Law; or (c) as are otherwise consistent with law.

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10.8 Persons Serving Other Entities

Any person who, while a Director or officer of the corporation, is or was serving (a) as a Director, officer, employee or agent of another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise of which the corporation or a majority owned subsidiary of the corporation is a general partner or has a majority ownership shall conclusively be deemed to be so serving at the request of the corporation and entitled to indemnification and the advancement of expenses under subsections 10.1 and 10.3 of this Section.

SECTION 11. LIMITATION OF LIABILITY

To the full extent that the Nevada Private Corporations Law, as they exist on the date hereof or may hereafter be amended, permit the limitation or elimination of the liability of any person who would be considered an indemnitee under subsection 10.1 of Section 10, an indemnitee of the Company shall not be liable to the Company or its stockholders for monetary damages for conduct in the capacity based upon which such person is considered an indemnitee. Any amendments to or repeal of this Section 11 shall not adversely affect any right or protection of any indemnitee of the Company for or with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

SECTION 12. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not repeal or amend any Bylaw that the stockholders have expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by the Board. The stockholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the stockholders.

The foregoing Bylaws were adopted by the Board as of April 13, 2007.

/s/ Frank S. Yuan

Print Name: Frank S. Yuan

Title: President

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Exhibit 5.1

OPINION ON LEGALITY

[Letterhead of The Otto Law Group, PLLC]

February 6, 2008

ASAP Expo, Inc.

9436 Jacob Lane

Rosemead, California 91731

Re: Registration of Common Stock of ASAP Expo, Inc.,

a Nevada corporation (the “ASAP Expo”)

Lady and Gentlemen:

In connection with the registration on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended, of an aggregate 8,701,480 shares of common stock (the “Shares”) for resale by the shareholders of ASAP Expo, we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when the Shares have been issued, the Shares will be validly issued, fully paid and nonassessable shares of common stock of ASAP Expo.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including any prospectuses constituting a part thereof, and any amendments thereto.

Very truly yours,

THE OTTO LAW GROUP, PLLC

/s/ The Otto Law Group, PLLC

Exhibit 10.1

REVOLVING CREDIT LINE AND PROMISSORY NOTE

Borrower:

ASAP Expo, Inc.

9436 Jacob Lane,

Rosemead, CA 91770

Lender:

Frank & Vicky Yuan

1858 McFarlane St.

San Marino, CA 91108

REVOLVING CREDIT LINE FACILITY: The lender agrees to offer borrower a revolving credit line in the amount of one million and Three Hundred Thousand Dollars (US$1,300,000.00) effective June 1, 2007.

PROMISE TO PAY: For value received ASAP Show, Inc. (“Borrower”) promise to pay to Frank and Vicky Yuan (“Lender”), or order, in lawful money of the United States of America, the principal amount of any outstanding amount under the credit line facility borrowed, together with interest on the unpaid principal balance.

PAYMENT: Borrower will pay this outstanding loan of credit line facility on demand or before August 1, 2009. Payment in full is due immediately upon Lender’s demand or extended by lender. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date beginning July 1, 2006 with all subsequent interest payments to be due on the same day of each month after that. Borrower will pay Lender at Lender’s Address shown above.

INTEREST RATE: The interest rate on this Note is 10.0% per annum.

LENDER’S RIGHTS: Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

SUCESSOR INTERESTS: The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS: This Note is payable and secured by all assets of the Borrower. The inclusion of specific default provisions or rights of Lender shall not preclude Lender’s right to declare payment of this Note on its demand. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable status of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this credit line facility or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take and any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER :

By: __ /s/ Frank Yuan ____________________________

Frank Yuan, Chairman/CEO

ASAP Show, Inc.

Exhibit 10.2

AGREEMENT AND PLAN OF MERGER

by and among

ASAP Show, Inc.

CRI Acquisition Corp.

and

Sino-American Petroleum Group, Inc.

Dated as of May 24, 2007

SHARE PURCHASE AND MERGER AGREEMENT

Share Purchase and Merger Agreement (the “ Agreement ”) dated as of May 24, 2007 by and among ASAP Show Inc., a corporation formed under the laws of the State of Nevada (“ ASAP ”), CRI Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of ASAP (the “ Merger Sub ”), Sino-American Petroleum Group, Inc. , a corporation formed under the laws of the State of Delaware (“ Yili Oil ”), and the individuals who are identified on the signature pages of this Agreement as the “ Investors.” ASAP, the Merger Sub, Yili Oil and each of the Investors are referred to herein individually as a “ Party ” and collectively as the “ Parties .”

PREAMBLE

WHEREAS , ASAP and Yili Oil have determined that a business combination between them is advisable and in the best interests of their respective companies and stockholders and presents an opportunity for their respective companies to achieve long-term strategic and financial benefits;

WHEREAS, the Investors are affiliated with Yili Oil, and wish to purchase certain convertible preferred shares of ASAP (the “ Series A Convertible Shares,” as further defined herein ) for cash (the “ Share Purchase ”);

WHEREAS , ASAP has proposed to acquire Yili Oil pursuant to a merger transaction whereby, pursuant to the terms and subject to the conditions of this Agreement, Yili Oil shall become a wholly owned subsidiary of ASAP through the merger of Yili Oil with and into the Merger Sub (the “ Merger ”); and

WHEREAS , in the Merger, all issued and outstanding shares of capital stock of Yili Oil held by the Investors shall be cancelled and converted into the right to receive 200,000 Series A Convertible Shares of ASAP (the “ Merger Shares”) which Shares, together with the Series A Convertible Shares purchased in the Share Purchase, shall represent 99.00 % of the voting power of ASAP after the Merger;

NOW, THEREFORE , in consideration of the premises and the mutual covenants, representations and warranties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“ Applicable Law ” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Merger and/or the Parties.

“ DGCL” means Delaware General Corporation Law.

“Knowledge” means, in the case of ASAP or Yili Oil, a particular fact or other matter of which its Chief Executive Officer or the Chief Financial Officer is actually aware or which a prudent individual serving in such capacity could be expected to discover or otherwise become aware of in the course of conducting a reasonable review or investigation of the corporation and its business and affairs.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any other restrictions or limitations of any nature whatsoever.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

“ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“ Surviving Entity ” shall mean Yili Oil as the surviving entity in the Merger as provided in Section 1.04.

“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“ Tax Return ” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

ARTICLE I

THE TRANSACTIONS

SECTION 1.01 THE SHARE PURCHASE

(a) Prior to the Closing of the Share Purchase and Merger, ASAP shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock ( the “Series A Convertible Shares”) in the form annexed hereto as Schedule 1.01(a) . On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investors shall purchase from ASAP an aggregate of one hundred thousand (100,000) Series A Convertible Shares for cash consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). The amount to be paid by and the number of Series A Convertible Shares to be distributed to each Investor is set forth in Schedule 1.01(b).

(b) The Parties intend that the issuance of the Series A Convertible Shares to the Investors pursuant to the Share Purchase shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

SECTION 1.02 THE MERGER.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as hereinafter defined), all Yili Oil Shares (as hereinafter defined) shall be cancelled and converted into the right to receive the Merger Shares. In connection therewith, the following terms shall apply:

(a) Exchange Agent . Robert Brantl, Esq., counsel for Yili Oil, shall act as the exchange agent (the “ Exchange Agent ”) for the purpose of exchanging Yili Oil Shares for the Merger Shares. At or prior to the Closing, ASAP shall deliver to the Exchange Agent the Merger Shares.

(b) Conversion of Securities .

(i) Conversion of Yili Oil Securities . At the Effective Time, by virtue of the Merger and without any action on the part of ASAP, Yili Oil or the Merger Sub, or the holders of any of their respective securities:

(A) Each of the issued and outstanding shares of common stock of Yili Oil (the “ Yili Oil Shares ”) immediately prior to the Effective Time shall be converted into and represent the right to receive, and shall be exchangeable for, that number of Series A Convertible Shares of ASAP as shall be determined by dividing 200,000 by the number of then issued and outstanding Yili Oil Shares.

(B) All Yili Oil Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares to be issued pursuant to this Section 1.02(b)(i)(A) upon the surrender of such certificate in accordance with Section 1.08, without interest. No fractional shares may be issued; but each fractional share that would result from the Merger will be rounded to the nearest number of whole shares.

(C) The Merger Shares, together with the Series A Convertible Shares acquired in the Share Purchase, (I) shall represent 99.00%, on a fully diluted basis, of the voting power of all classes of issued and outstanding stock of ASAP at the Effective Time, after giving effect to the Merger, and (II) shall be convertible into 99.00% of the common stock of ASAP on a fully diluted basis at any time after the consummation of the spin-off transaction described in the Operating Subsidiary Agreement (as defined in Section 5.01 (d) hereof).

(ii) Conversion of Merger Sub Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Yili Oil, ASAP, the Merger Sub, or the holders of any of their respective securities, each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Entity and the shares of common stock of the Surviving Entity so issued in such conversion shall constitute the only outstanding shares of capital stock of the Surviving Entity and the Surviving Entity shall be a wholly owned subsidiary of ASAP.

(c) Exemption from Registration . The Parties intend that the issuance of the Merger Shares to the Investors shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

SECTION 1.03 CLOSING.

The closing of the Share Purchase and the Merger (the “ Closing ”) will take place at the offices of Robert Brantl, Esq., counsel for Yili Oil, within one (1) business day following the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as ASAP and Yili Oil shall agree (the “ Closing Date ”), but in any event no later than June 30, 2007 unless extended by a written agreement of ASAP and Yili Oil.

SECTION 1.04 MERGER; EFFECTIVE TIME.

At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and ASAP shall cause Merger Sub to, merge with and into Yili Oil in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and Yili Oil shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger, executed in accordance with the applicable provisions of the DGCL (the “ Effective Time ”). The date on which the Effective Time occurs is referred to as the “ Effective Date .” Provided that this Agreement has not been terminated pursuant to Article VI, the Parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

SECTION 1.05 EFFECT OF THE MERGER.

The Merger shall have the effect set forth in Title 8, Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of Yili Oil and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of Yili Oil and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity.

SECTION 1.06

CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS.

Pursuant to the Merger:

(a) The Certificate of Incorporation and Bylaws of Yili Oil as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Entity immediately following the Merger.

(b) The directors and officers of the Yili Oil immediately prior to the Merger shall be the directors and officers of the Surviving Entity subsequent to the Merger.

SECTION 1.07

RESTRICTIONS ON RESALE

(a) The Series A Convertible Shares issued pursuant to the Share Purchase and the Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) ASAP receives an opinion of counsel for the Investors, reasonably satisfactory to counsel for ASAP, that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the Merger Shares which are being issued to the Investors shall contain a legend substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

SECTION 1.08 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE OF CERTIFICATES. After the Effective Time, the Investors shall be required to surrender all their Yili Oil Shares to the Exchange Agent, and the Investors shall be entitled upon such surrender to receive in exchange therefor certificates representing the proportionate number of Merger Shares into which the Yili Oil Shares theretofore represented by the stock transfer forms so surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate which, prior to the Effective Time, represented Yili Oil Shares shall be deemed for all corporate purposes, subject to the further provisions of this Article I, to evidence the ownership of the number of whole Merger Shares for which such Yili Oil Shares have been so exchanged. No dividend payable to holders of Merger Shares of record as of any date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented Yili Oil Shares, until such certificate or certificates representing all the relevant Yili Oil Shares, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

(b) FULL SATISFACTION OF RIGHTS. All Merger Shares for which the Yili Oil Shares shall have been exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the Yili Oil Shares.

(c) EXCHANGE OF CERTIFICATES. All certificates representing Yili Oil Shares converted into the right to receive Merger Shares pursuant to this Article I shall be furnished to ASAP subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement.

(d) CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of Yili Oil shall be deemed to be closed and no transfer of Yili Oil Shares shall thereafter be recorded thereon.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF ASAP

ASAP and , where applicable, the Merger Sub hereby jointly and severally represent and warrant to Yili Oil and to the Investors, as of the date of this Agreement, as of the Closing Date and as of the Effective Time, as follows:

SECTION 2.01 ORGANIZATION, STANDING AND POWER.

ASAP is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.

SECTION 2.02 SUBSIDIARIES

ASAP owns all of the outstanding capital stock of the Merger Sub and of ASAP, Inc., a newly formed Nevada corporation (“ Operating Sub”). Other than its ownership of the Merger Sub and the Operating Sub, ASAP does not have an ownership interest in any Person. Merger Sub is a recently formed corporation and prior to the date hereof and through the Effective Date, Merger Sub shall not conduct any operating business, become a party to any agreements, or incur any liabilities or obligations. Operating Sub is a recently formed corporation and prior to the date hereof and through the date on which the Operating Subsidiary Agreement (defined in Section 5.01 (d) hereof) becomes effective, Operating Sub shall not conduct any operating business, become a party to any agreements, or incur any liabilities or obligations.

SECTION 2.03 CAPITALIZATION.

(a) There are 50,000,000 shares of capital stock of ASAP authorized, consisting of 45,000,000 shares of common stock, $0.001 par value per share (the “ ASAP Common Shares ”), 5,000,000 shares of preferred stock, $0.001 per share (“ ASAP Preferred Shares”) . As of the date of this Agreement, there are 8,626,480 ASAP Common Shares issued and outstanding.

(b) The individuals named in Schedule 2.03 hereto, collectively, own of record and beneficially 4,658,300 of the issued and outstanding ASAP Common Shares, constituting fifty-four percent (54%) of such Shares. No ASAP Common Shares or ASAP Preferred Shares have been reserved for issuance to any Person, and there are no other outstanding rights, warrants, options or agreements for the purchase of ASAP Common or Preferred Shares except as provided in this Agreement.

(c) All outstanding ASAP Common Shares are validly issued, fully paid, non-assessable, not subject to pre-emptive rights and have been issued in compliance with all state and federal securities laws or other Applicable Law. The Series A Convertible Shares issuable to the Investors pursuant to the Merger and the Share Purchase will, when issued pursuant to this Agreement, be duly and validly authorized and issued, fully paid and non-assessable.

SECTION 2.04 AUTHORITY FOR AGREEMENT.

The execution, delivery, and performance of this Agreement by each of ASAP and Merger Sub has been duly authorized by all necessary corporate and shareholder action, and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of each of ASAP and the Merger Sub, enforceable against each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by ASAP and Merger Sub will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, ASAP's Articles of Incorporation, Merger Sub’s Certificate of Incorporation, or either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which ASAP is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to ASAP or Merger Sub.

SECTION 2.05 FINANCIAL CONDITION

The Annual Report on Form 10-KSB filed by ASAP for the year ended May 31, 2006 and the Quarterly Report on Form 10-QSB filed by ASAP for the period ended November 30, 2006 (the “SEC Filings”) are true, correct and complete in all material respects, are not misleading and do not omit to state any material fact which is necessary to make the statements contained in such public filings not misleading in any material respect. The financial statements included in the SEC Filings (the “Financial Statements”) were prepared in accordance with generally accepted accounting principles and fairly reflect the financial condition of ASAP as of the dates stated and the results of its operations for the periods presented.

SECTION 2.06 ABSENCE OF CERTAIN CHANGES OR EVENTS .

Since November 30, 2006, except as reported in the Quarterly Report filed by ASAP with the Securities and Exchange Commission (“ SEC”) on Form 10-QSB for the period ending on that date, and except as contemplated by this Agreement:

(a) there has not been any Material Adverse Change in the business, operations, properties, assets, or condition of ASAP;

(b) ASAP has not (i) amended its Articles of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any outstanding capital stock; (iii) made any material change in its method of management, operation, or accounting; (iv) entered into any material transaction; or (v) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(c) ASAP has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (ii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent ASAP balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any material assets, properties, or rights, or canceled, or agreed to cancel, any material debts or claims; or (iv) made or permitted any material amendment or termination of any contract, agreement, or license to which it is a party.

SECTION 2.07 GOVERNMENTAL AND THIRD PARTY CONSENTS

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with ASAP, the Operating Sub or Merger Sub, is required by or with respect to ASAP, the Operating Sub or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the Nevada Revised Statues or the DGCL.

SECTION 2.08

LITIGATION

There is no action, suit, investigation, audit or proceeding pending against, or to the Knowledge of ASAP, threatened against or affecting, ASAP or the Merger Sub or the Operating Sub or any of their respective assets or properties before any court or arbitrator or any governmental body, agency or official.

SECTION 2.09 COMPLIANCE WITH APPLICABLE LAWS.

To the Knowledge of ASAP, the business of each of ASAP, the Operating Sub and the Merger Sub has not been, and is not being, conducted in violation of any Applicable Law.

SECTION 2.10

TAX RETURNS AND PAYMENT

ASAP has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due. Except as disclosed in Financial Statements filed by ASAP with the SEC, there is no material claim for Taxes that is a Lien against the property of ASAP other than Liens for Taxes not yet due and payable, none of which is material. ASAP has not received written notification of any audit of any Tax Return of ASAP being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on ASAP, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by ASAP which is currently in effect, and ASAP is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected on the above referenced ASAP Financial Statements.

SECTION 2.11 SECURITY LISTING

ASAP is a fully compliant reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and all ASAP public filings required under the Exchange Act have been made. The common stock of ASAP is listed for quotation on the OTC Bulletin Board. To the Knowledge of ASAP, ASAP has not been threatened or is not subject to removal of its common stock from the OTC Bulletin Board.

SECTION 2.12 FINDERS’ FEES

ASAP has not incurred, nor will it incur, directly or indirectly, any liability for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF YILI OIL

Yili Oil hereby represents and warrants to ASAP and to Merger Sub, as of the date of this Agreement and as of the Effective Time (except as otherwise indicated), as follows:

SECTION 3.01 ORGANIZATION, STANDING AND POWER.

Yili Oil is a privately held corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. Yili Oil is duly qualified to do business as a foreign corporation in each state in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it make such qualification necessary.

SECTION 3.02 CAPITALIZATION.

There are 100,000,000 shares of Yili Oil capital stock authorized, consisting of 100,000,000 shares of common stock with $.00001 par value (the “ Yili Oil Common Shares ”). As of the date of this Agreement, there were 30,000 issued and outstanding Yili Oil Common Shares. No Yili Oil Common Shares have been reserved for issuance to any Person, and there are no outstanding rights, warrants, options or agreements for the purchase of Yili Oil Common Shares. No Person is entitled to any rights with respect to the conversion, exchange or delivery of the Yili Oil Common Shares. The Yili Oil Common Shares have been issued in compliance with Applicable Law.

SECTION 3.03 AUTHORITY FOR AGREEMENT.

The execution, delivery and performance of this Agreement by Yili Oil has been duly authorized by all necessary corporate action, and this Agreement constitutes the valid and binding obligation of Yili Oil and each of the Investors, enforceable against Yili Oil and each Investor in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by Yili Oil and each of the Investors will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Yili Oil’s Certificate of Incorporation or Bylaws, in each case as amended, or, to the Knowledge of Yili Oil, in any material respect, any indenture, lease, loan agreement or other agreement instrument to which Yili Oil or any Investor is a party or by which it or any of them or any of its or their properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to Yili Oil or any Investor.

SECTION 3.04 GOVERNMENTAL OR THIRD PARTY CONSENT

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with Yili Oil or any Investor, is required by or with respect to Yili Oil or any of the Investors in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

SECTION 3.05

LITIGATION

There is no action, suit, investigation, audit or proceeding pending against or, to the Knowledge of Yili Oil, threatened, against or affecting Yili Oil or any of its material assets or properties before any court or arbitrator or any governmental body, agency or official.

SECTION 3.06 COMPLIANCE WITH APPLICABLE LAWS.

To the Knowledge of Yili Oil, the business of Yili Oil has not been, and is not being, conducted in violation of any Applicable Law, except for possible violations which individually or in the aggregate have not had and are not reasonably likely to have a Material Adverse Effect on Yili Oil.

SECTION 3.07 TAX RETURNS AND PAYMENT

Yili Oil has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due, except as reflected in Yili Oil Financial Statements heretofore delivered to ASAP and except for Taxes being contested in good faith. Subject to the foregoing, to the Knowledge of Yili Oil, except as disclosed in the Yili Oil Financial Statements, there is no material claim for Taxes that is a Lien against the property of Yili Oil other than Liens for Taxes not yet due and payable, none of which is material. Yili Oil has not received written notification of any audit of any Tax Return of Yili Oil being conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect on Yili Oil, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by Yili Oil which is currently in effect, and Yili Oil is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected on the Yili Oil Financial Statements.

SECTION 3.08 FINDERS’ FEES

Yili Oil has not incurred, nor will it incur, directly or indirectly, any liability for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

ARTICLE IV

CERTAIN COVENANTS AND AGREEMENTS

SECTION 4.01

COVENANTS OF YILI OIL

Yili Oil covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Yili Oil shall, except as otherwise disclosed in this Agreement and other than as contemplated by this Agreement or for the purposes of effecting the Closing pursuant to this Agreement, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of ASAP:

(a)	shall not amend its Certificate of Incorporation or Bylaws;

(b)

shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;

(c)	shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;

(d)	shall not sell, transfer, or otherwise dispose of any material assets required for the operations of Yili Oil’s business, except in the ordinary course of business consistent with past practices;

(e)	shall not declare or pay any dividends on or make any distribution of any kind with respect to the Yili Oil Shares; and

(f)	shall use commercially reasonable efforts to comply with and not be in default or violation under any known law, regulation, decree or order applicable to Yili Oil’s business, operations or assets where such violation would have a Material Adverse Effect on Yili Oil.

SECTION 4.02

COVENANTS OF ASAP

ASAP covenants and agrees that, during the period from the date of this Agreement until the Closing Date, ASAP shall not, other than as contemplated by this Agreement or for the purposes of effecting the Closing pursuant to this Agreement, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of Yili Oil:

(a)	shall not amend its Articles of Incorporation or Bylaws, except to create the Series A Convertible Shares, as provided in Section 1.01;

(b)	shall not pay or agree to pay to any employee, officer or director compensation of any kind or amount;

(c)	shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;

(d)	shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, Lien or other encumbrance on any of its material assets;

(e)	shall not make any material capital expenditure or series of capital expenditures except in the ordinary course of business;

(f)	shall not declare or pay any dividends on or make any distribution of any kind with respect to ASAP;

(g)	shall not issue any additional shares of ASAP capital stock or take any action affecting the capitalization of ASAP or the ASAP Common or Preferred Shares; and

(h)	shall not grant any severance or termination pay to any director, officer or any other employees of ASAP.

SECTION 4.03 COVENANTS OF THE PARTIES

(a) Tax-free Reorganization . The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;

(b) Announcement . Neither Yili Oil, on the one hand, nor ASAP on the other hand, shall issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other Party (which consent shall not be unreasonably withheld), except as may be required by applicable law or securities regulation. Upon execution of this Agreement, ASAP shall issue a press release, which shall be approved by Yili Oil, and file a Current Report on Form 8-K reporting the execution of the Agreement.

(c) Notification of Certain Matters . Yili Oil shall give prompt written notice to ASAP, and ASAP shall give prompt written notice to Yili Oil, of:

(i) The occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time; and

(ii) Any material failure of Yili Oil or any of the Investors on the one hand, or ASAP, on the other hand, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(d) Reasonable Best Efforts . Before Closing, upon the terms and subject to the conditions of this Agreement, the Parties agree to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to applicable laws) to consummate and make effective the Merger and other transactions contemplated by this Agreement as promptly as practicable including, but not limited to:

(i) The preparation and filing of all forms, registrations and notices required to be filed to consummate the Share Purchase and the Share Purchase and the Merger, including without limitation, any approvals, consents, orders, exemptions or waivers by any third party or governmental entity; and

(ii) The satisfaction of the Party's conditions precedent to Closing.

(e) Access to Information

(i) Inspection by Yili Oil . ASAP will make available for inspection by Yili Oil, during normal business hours and in a manner so as not to interfere with normal business operations, all of ASAP’s records (including tax records), books of account, premises, contracts and all other documents in ASAP’s possession or control that are reasonably requested by Yili Oil to inspect and examine the business and affairs of ASAP. ASAP will cause its managerial employees and regular independent accountants to be available upon reasonable advance notice to answer questions of Yili Oil concerning the business and affairs of ASAP. Yili Oil will treat and hold as confidential any information it receives from ASAP in the course of the reviews contemplated by this Section 4.03(e). No examination by Yili Oil will, however, constitute a waiver or relinquishment by Yili Oil of its rights to rely on ASAP’s or the ASAP Shareholders’ covenants, representations and warranties made herein or pursuant hereto.

(ii) Inspection by ASAP . Yili Oil will, if requested, make available for inspection by ASAP, during normal business hours and in a manner so as not to interfere with normal business operations, all of Yili Oil’s records (including tax records), books of account, premises, contracts and all other documents in Yili Oil’s possession or control that are reasonably requested by ASAP to inspect and examine the business and affairs of Yili Oil. Yili Oil will cause its managerial employees and regular independent accountants to be available upon reasonable advance notice to answer questions of ASAP concerning the business and affairs of Yili Oil. ASAP will treat and hold as confidential any information it receives from Yili Oil in the course of the reviews contemplated by this Section 4.03(e). No examination by ASAP will, however, constitute a waiver or relinquishment by ASAP of its rights to rely on Yili Oil’s covenants, representations and warranties made herein or pursuant hereto.

ARTICLE V

CONDITIONS PRECEDENT

SECTION 5.01 CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS.

The obligations of the Parties as provided herein shall be subject to each of the following conditions precedent, unless waived in writing by both ASAP and Yili Oil:

(a) Consents, Approvals . The Parties shall have obtained all necessary consents and approvals of their respective boards of directors, and all consents, approvals and authorizations required under their respective charter documents, and all material consents, including any material consents and waivers by the Parties’ respective lenders and other third-parties, if necessary, to the consummation of the transactions contemplated by this Agreement.

(b) Shareholder Approval . This Agreement and the transactions contemplated hereby shall have been approved by the shareholders of Yili Oil in accordance with the applicable provisions of the DGCL and its bylaws.

(c) Absence of Certain Litigation . No action or proceeding shall be threatened or pending before any governmental entity or authority which, in the reasonable opinion of counsel for the Parties, is likely to result in a restraint, prohibition or the obtaining of damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

(d) Operating Subsidiary Agreement. ASAP shall have formed the Operating Sub as its wholly owned subsidiary and shall have entered into an agreement (the “ Operating Subsidiary Agreement,” in the form attached hereto as Schedule 5.01 (d)) with the Operating Sub and the individuals identified as “Managers” in the Operating Subsidiary Agreement regarding (i) the transfer to the Operating Sub of all of the assets and liabilities of ASAP, (ii) the management and operation of the Operating Sub following the Closing, (iv) the indemnification by the ASAP Principal Shareholder of ASAP and Yili Oil(and their respective officers, directors and shareholders) from and against all liabilities of the Operating Sub existing on the Closing Date or arising thereafter, and (iv) the spinning off of the stock of the Operating Sub to the holders of ASAP common stock when the registration statement with respect to the common stock of the Operating Sub has become effective.

SECTION 5.02

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ASAP

The obligations of ASAP on the Closing Date as provided herein shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent, unless waived in writing by ASAP:

(a) Consents And Approvals . Yili Oil shall have obtained all material consents, including any material consents and waivers by Yili Oil's lenders and other third parties, if necessary, to the consummation of the transactions contemplated by this Agreement.

(b) Representations and Warranties . The representations and warranties by Yili Oil in Article III herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except to the extent that any changes therein are specifically contemplated by this Agreement.

(c) Performance . Yili Oil shall have performed and complied in all material respects with all agreements to be performed or complied with by it pursuant to this Agreement at or prior to the Closing.

(d) Proceedings and Documents . All corporate, company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to ASAP and its counsel, and ASAP and its counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(e) Certificate of Good Standing . Yili Oil shall have delivered to ASAP a certificate as to the good standing of Yili Oil certified by the Secretary of State of the State of Delaware on or within fourteen (14) business days prior to the Closing Date.

(f) Material Changes . Except as contemplated by this Agreement, since the date hereof, Yili Oil shall not have suffered a Material Adverse Effect, and, without limiting the generality of the foregoing, there shall be no pending litigation to which Yili Oil is a party which is reasonably likely to have a Material Adverse Effect on Yili Oil.

(g) Due Diligence . ASAP shall have completed to its own satisfaction due diligence in relation to Yili Oil, except that this shall cease to be a condition precedent unless on or prior to March 29, 2007 ASAP shall have delivered a written notice stating that it is not satisfied with the results of its due diligence.

(h) SEC Filing . No less than one week prior to the Closing, Yili Oil shall have delivered to ASAP the financial statements, report of Yili Oil’s independent registered public accountant, and other information required for inclusion in the Current Report that ASAP will file with the SEC within four business days after the Closing.

SECTION 5.03

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF Yili Oil

The obligations of Yili Oil and the Investors on the Closing Date as provided herein shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent, unless waived in writing by Yili Oil and the Investors:

(a) Consents And Approvals . ASAP, the Operating Sub and the Merger Sub shall have obtained all material consents, including any material consents and waivers of its respective lenders and other third parties, if necessary, to the consummation of the transactions contemplated by this Agreement.

(b) Representations And Warranties . The representations and warranties by ASAP and Merger Sub in Article II herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except to the extent that any changes therein are specifically contemplated by this Agreement.

(c) Performance . ASAP and Merger Sub shall have performed and complied in all material respects with all agreements to be performed or complied with by it pursuant to this Agreement prior to or at the Closing.

(d) Proceedings And Documents . All corporate, company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Yili Oil and its counsel, and Yili Oil and its counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(e) Certificates of Good Standing . ASAP shall have delivered to Yili Oil a certificate as to its and the Operating Sub’s good standing in the State of Nevada, and the Merger Sub shall have delivered to Yili Oil a certificate as to its good standing in the State of Delaware, in each case certified by the Secretary of State not more than fourteen (14) business days prior to the Closing Date.

(f) Material Changes . Except as contemplated by this Agreement, since the date hereof, neither ASAP, the Operating Sub nor the Merger Sub shall have suffered a Material Adverse Effect and, without limiting the generality of the foregoing, there shall be no pending litigation to which ASAP, the Operating Sub or the Merger Sub is a party which is reasonably likely to have a Material Adverse Effect on ASAP, the Operating Sub or the Merger Sub;

(g) Due Diligence . Yili Oil shall have completed to its own satisfaction due diligence in relation to ASAP, except that this shall cease to be a condition precedent unless on or prior to March 29, 2007 Yili Oil shall have delivered a written notice stating that it is not satisfied with the results of its due diligence;

(h) Status of ASAP . As at the Effective Time of the Merger, ASAP (i) shall be a fully compliant reporting public company under the Exchange Act, and shall be current in all of its reports required to be filed under the Exchange Act, (ii) shall not have been threatened or subject to delisting from the OTC Bulletin Board, and (iii) shall have 8,626,480 ASAP Common Shares outstanding, and there shall be no preferred stock outstanding nor, except as provided hereunder, any options, warrants or rights to acquire capital stock of ASAP whether for additional consideration or on conversion.

(i) ASAP Principal Shareholders’ Holdings . On the date of Closing, the individuals listed in Schedule 2.03 shall own at least 4,658,300 ASAP Common Shares.

(j) Certificate of Designation. The Board of Directors of ASAP shall have filed in the Office of the Secretary of State of the State of Nevada a Certification of Designation of the Series A Convertible Shares in the form of Schedule 1.01(a) hereto.

(k) ASAP Board of Directors . At the Effective Time of the Merger or in accordance with applicable law, all of the officers and members of the board of directors of ASAP shall tender their resignations as officers and directors of ASAP, and the vacancies created on the ASAP board of directors shall be filled by persons designated by the Board of Directors of Yili Oil.

(l) Information Statement . No less than ten days prior to the Closing, ASAP shall have filed with the SEC and mailed to its shareholders of record an information statement containing the information required by SEC Rule 14f-1, which shall be provided by Yili Oil.

ARTICLE VI

TERMINATION

SECTION 6.01 TERMINATION.

This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by:

(a) The mutual written consent of the Boards of Directors of ASAP and Yili Oil;

(b) Either ASAP, on the one hand, or Yili Oil, on the other hand, if any governmental entity or court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Parties shall use their commercially reasonable best efforts to lift), which restrains, enjoins or otherwise prohibits the Share Purchase or the Merger or the issuance of the Series A Convertible Shares as contemplated herein and such order, decree, ruling or other action shall have become final and non-appealable;

(c) ASAP, if Yili Oil or any of the Investors shall have breached in any material respect any of its or his representations, warranties, covenants or other agreements contained in this Agreement, and the breach cannot be or has not been cured within thirty (30) calendar days after the giving of written notice by ASAP to Yili Oil, or by ASAP, if it is not satisfied with the results of its due diligence investigation and it so notifies Yili Oil on or before January 18, 2007;

(d) Yili Oil, if ASAP shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, and the breach cannot be or has not been cured within thirty (30) calendar days after the giving of written notice by Yili Oil to ASAP, or by Yili Oil if it is not satisfied with the results of its due diligence investigation and it so notifies ASAP on or before March 29, 2007; or

(e) Without any action on the part of the Parties if required by Applicable Law or if the Closing shall not be consummated by June 30, 2007, unless extended by written agreement of ASAP and Yili Oil.

SECTION 6.02 EFFECT OF TERMINATION.

If this Agreement is terminated as provided in Section 6.01, written notice of such termination shall be given by the terminating Party to the other Party specifying the provision of this Agreement pursuant to which such termination is made, this Agreement shall become null and void and there shall be no liability on the part of ASAP, Yili Oil or the Investors, provided , however, that (a) the provisions of Article VII hereof shall survive the termination of this Agreement; (b) nothing in this Agreement shall relieve any Party from any liability or obligation with respect to any willful breach of this Agreement; and (c) termination shall not affect accrued rights or liabilities of any party at the time of such termination.

ARTICLE VII

CONFIDENTIALITY

SECTION 7.01 CONFIDENTIALITY

ASAP, on the one hand, and Yili Oil and the Investors, on the other hand, will keep confidential all information and documents obtained from the other, including but not limited to any information or documents provided pursuant to Section 4.03(e) hereof (except for any information disclosed to the public pursuant to a press release authorized by the Parties); and in the event the Closing does not occur or this Agreement is terminated for any reason, will promptly return such documents and all copies of such documents and all notes and other evidence thereof, including material stored on a computer, and will not use such information for its own advantage, except to the extent that (i) the information must be disclosed by law, (ii) the information becomes publicly available by reason other than disclosure by the Party subject to the confidentiality obligation, (iii) the information is independently developed without use of or reference to the other Party’s confidential information, (iv) the information is obtained from another source not obligated to keep such information confidential, or (v) the information is already publicly known or known to the receiving Party when disclosed as demonstrated by written documentation in the possession of such Party at such time.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01 INDEMNIFICATION BY ASAP

ASAP shall indemnify, defend and hold harmless each of Yili Oil, any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of Yili Oil, any subsidiary or affiliate thereof or an employee of Yili Oil, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the “ Yili Oil Indemnified Parties ”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) any material breach of this Agreement by ASAP or any subsidiary or affiliate thereof, including but not limited to failure of any representation or warranty to be true and correct at or before the Closing, or (ii) any willful or grossly negligent act, omission or conduct of any officer, director or agent of ASAP or any subsidiary or affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing. Any Yili Oil Indemnified Party wishing to claim indemnification under this Section 8.01, upon learning of any such claim, action, suit, proceeding or investigation, shall notify ASAP in writing, but the failure to so notify shall not relieve ASAP from any liability that it may have under this Section 8.01, except to the extent that such failure would materially prejudice ASAP.

SECTION 8.02

INDEMNIFICATION BY YILI OIL

Yili Oil shall indemnify, defend and hold harmless each of ASAP, any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of ASAP, any subsidiary or affiliate thereof or an employee of ASAP, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the “ ASAP Indemnified Parties ”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) any material breach of this Agreement by Yili Oil, any Investor or any subsidiary or affiliate thereof, including but not limited to failure of any representation or warranty to be true and correct at or before the Closing, or (ii) any willful or negligent act, omission or conduct of any officer, director or agent of Yili Oil or any subsidiary or affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing. Any ASAP Indemnified Party wishing to claim indemnification under this Section 8.02, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Yili Oil in writing, but the failure to so notify shall not relieve Yili Oil from any liability that it may have under this Section 8.02, except to the extent that such failure would materially prejudice Yili Oil.

SECTION 8.03 INDEMNIFICATION OF EXCHANGE AGENT

ASAP, Yili Oil, the Operating Sub and Merger Sub (for the purposes of this Section 8.03, the “ Indemnitors ”) agree to indemnify the Exchange Agent and his employees and agents (collectively, the “ Indemnitees ”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees, or any of them, may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees, or any one of them, arising out of or relating in any way to the Exchange Agent’s service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of any of the Indemnitees.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 EXPENSES.

Except as contemplated by this Agreement, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be paid by the Party incurring such expenses.

SECTION 9.02 APPLICABLE LAW

Except to the extent that the law of the State of Delaware is mandatorily applicable to the Merger (which shall be governed by the DGCL), this Agreement shall be governed by the laws of the State of Nevada, without giving effect to the principles of conflicts of laws thereof, as applied to agreements entered into and to be performed in such state.

SECTION 9.03 NOTICES.

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows:

(a) If sent by reputable overnight air courier (such as Federal Express), 2 business days after being sent;

(b) If sent by facsimile transmission, with a copy mailed on the same day in the manner provided in clause (a) above, when transmitted and receipt is confirmed by the fax machine; or

All notices and other communications under this Agreement shall be sent or delivered as follows:

If to Yili Oil, to:

Huakang Zhou

18 Kimberly Court

East Hanover, NJ 07936

Telephone: 973-462-8777

Facsimile: 973-966-8870

with a copy to (which shall not constitute notice):

	Robert Brantl, Esq.
	52 Mulligan Lane

	Irvington, NY 10533
	Telephone: 914-693-3026

Facsimile: 914-693-1807

If to ASAP and/or the Shareholders, to:

Frank Yuan

4349 Baldwin Ave., Unit A

El Monte, CA 91731

	Telephone: 626-636-2530 Ext. 109
	Facsimile: 626-636-2536

with a copy to (which shall not constitute notice):

	James Vanderberg, Esq.
	The Otto Law Group, PLLC

	601 Union St., Suite 4500
	Seattle, WA 98101

		Telephone: 206-262-9545 Ext. 215
		Facsimile: 206-262-9513

Each Party may change its address by written notice in accordance with this Section.

SECTION 9.04 ENTIRE AGREEMENT.

This Agreement (including the documents and instruments referred to in this Agreement) contains the entire understanding of the Parties with respect to the subject matter contained in this Agreement, and supersedes and cancels all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, oral or written, respecting such subject matter including the Letter of Intent made by Yili Oil and ASAP on May 16, 2007.

SECTION 9.05 ASSIGNMENT.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties; provided that in no event may the right to indemnification provided by Article VIII hereto be assigned by any of the Parties, with or without consent, except by operation of law. Subject to the immediately foregoing sentence of this Section 9.05, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the Parties and their respective successors, assigns, heirs and representatives.

SECTION 9.06 COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall be considered one and the same agreement.

SECTION 9.07 NO THIRD PARTY BENEFICIARIES.

Except as expressly provided by this Agreement, nothing herein is intended to confer upon any person or entity not a Party to this Agreement any rights or remedies under or by reason of this Agreement.

SECTION 9.08 RULES OF CONSTRUCTION.

The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written.

ASAP SHOW, INC.

By:	/s/ Frank Yuan
Name: Frank Yuan

Title:

Chief Executive Officer

CRI ACQUISITION CORP.

By:	/s/ Frank Yuan
Name: Frank Yuan

Title:

Chief Executive Officer

SINO-AMERICAN PETROLEUM GROUP, INC.

By: /s/ Huakang Zhou

Name:	Huakang Zhou
Title:	President

INVESTORS:

/s/ Xiao Hu _____________________________________

Xiao Hu

/s/ Xiaojin Wang _________________________________

Xiaojin Wang

/s/s Huakang Zhou ________________________________

Huakang Zhou

SCHEDULES:

Schedule 1.01 (a) Certificate of Designation

Schedule 1.02 (b) Allocation of Purchased Shares among Investors

Schedule 2.03 ASAP Majority Shareholders

Schedule 5.01 (d) Operating Subsidiary Agreement

2 nd signature page to Share Purchase and Merger Agreement

Exhibit 23.2

Consent of Independent Auditors

We hereby consent to the use in this registration statement on Form S-1 of our report dated December 17, 2007 on our audit of the financial statements of ASAP Expo, Inc. for the year ended May 31, 2007. We also consent to reference to our firm in such registration statement.

Sutton Robinson Freeman & Co., P.C.

Certified Public Accountants

Tulsa, Oklahoma

January 15, 2008