UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-SB/A 3


                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS
        UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 ASAP Show, Inc.
                                 ----------------
                 (Name of Small Business Issuer in its charter)

Nevada                                                                20-2934409
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

4349 Baldwin Ave., Unit A,                  El Monte, CA                  91731
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number (626) 636-2530
                                --------

Securities to be registered under Section 12(b) of the Act:

    Title of each class                       Name of each exchange on which
    To be so registered                       each class is to be registered

           None                                           None
           ----                                           ----

Securities to be registered under Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of class)



                                 ASAP SHOW, INC.

                                TABLE OF CONTENTS

PART I                                                                      Page
         Item 1   Description of Business.................................... 3
         Item 2   Management's Discussion and Analysis or Plan
                     of Operation............................................13
         Item 3   Description of Property....................................21
         Item 4   Security Ownership of Certain Beneficial
                     Owners and Management...................................21
         Item 5   Directors and Executive Officers, Promoters and
                     Control Persons.........................................22
         Item 6   Executive Compensation.....................................23
         Item 7   Certain Relationships and Related Transactions.............24
         Item 8   Description of Securities..................................24

PART II

         Item 1   Market Price of and Dividends on the Registrant's
                     Common Equity and Related Stockholder Matters...........24
         Item 2   Legal Proceedings..........................................24
         Item 3   Changes in and Disagreements with Accountants..............24
         Item 4   Recent Sales of Unregistered Securities....................25
         Item 5   Indemnification of Directors and Officers..................25

PART FS

                  Balance Sheet as of May 31, 2005...........................29
                  Statements of Operations...................................30
                  Statements of Shareholders' Deficit........................31
                  Statements of Cash Flows...................................32
                  Notes to Financial Statements..............................33

PART III

         Item 1   Index to Exhibits..........................................58
         Item 2   Description of Exhibits....................................58

SIGNATURES...................................................................58

                                       2



PART I

ITEM 1 - DESCRIPTION OF BUSINESS AND BACKGROUND

ASAP Show,  Inc.  ("ASAP" or the  "Company") is a spin off from Cyber  Merchants
Exchange,  Inc. ("C-ME").  ASAP was incorporated in December 2004 under the laws
of the State of  Nevada.  All of the assets  and  liabilities  of C-ME have been
transferred to the Company effective May 31, 2005 (the "Transfer").  The Company
will operate the business  previously  operated by C-ME; a trade-show  organizer
and a business-to-business international stock lot trading and logistics company
that is initially targeting the apparel industry. ASAP uses its overseas offices
and agents to source  apparel  overstock  lots.  It then displays that stock lot
information  on its  website for United  States  retail  stores to consider  for
purchasing. Once the transaction is consummated through the information provided
by ASAP's  website,  either the buyer or seller will pay ASAP a  commission  for
this  service.  With regard to  logistics,  ASAP is helping its  exhibitors  and
apparel stock lot owners overseas ship the merchandise via air or ocean freight,
find customs  brokers to clear the  merchandise  and assist in shipping by local
trucking to the buyers'  warehouses.  The officers and directors of ASAP are the
same as the officers and directors of C-ME.

REORGANIZATION

On May 16, 2005, the  shareholders of Cyber Merchants  Exchange,  Inc.  ("C-ME")
approved a reorganization (the "Reorganization"), summarized as follows:

1. C-ME  entered  into an amended and  restated  Securities  Purchase  Agreement
("SPA") with KI Equity Partners II, LLC ("KI Equity") effective as of August 25,
2005. The transaction closed on September 30, 2005. C-ME issued 7,104,160 shares
of its common  stock to KI Equity for proceeds of $415,000  (the  "Investment").
The funds were  distributed  from C-ME to the Company on that date and were used
to satisfy  liabilities of C-ME assumed by the Company  pursuant to the Transfer
Agreement referred to below;

2. C-ME  issued a stock bonus to certain  directors  and  officers of  1,027,327
shares of C-ME's common stock, effective May 31, 2005 (the "Stock Bonus");

3. C-ME  transferred all of its assets and liabilities to the Company  effective
May  31,  2005  pursuant  to a  Transfer  and  Assumption  Agreement  ("Transfer
Agreement"); and

4. On August 25, 2005 C-ME distributed 8,626,480 shares of common stock of ASAP,
representing  all of the outstanding  shares of ASAP, to C-ME's  shareholders of
record on August 18, 2005 on a pro rata basis (the "Distribution").

The details of the transaction summarized above are as follows:

Securities Purchase Agreement
-----------------------------

On November 19, 2004 C-ME entered into the SPA with Keating Reverse Merger Fund,
LLC ("KRM  Fund") and Frank Yuan,  the  current  Chairman of the Board and Chief
Executive  Officer of C-ME ("Yuan")  providing for the investment by KRM Fund of
$425,000 in C-ME in exchange for 7,000,000  shares of C-ME's  common stock.  The
SPA was amended and restated  effective  August 25, 2005 to, among other things,
change the  Investment to $415,000,  change the number of shares to be purchased
to 7,104,160, and substitute KI Equity for KRM Fund. The Investment by KI Equity
will be used  satisfy  certain  liabilities  assumed  by the  Company  with  any
remaining  funds being used to provide the Company with working  capital to grow
its trade show business.  The Reorganization will allow the shareholders of

                                       3



C-ME to participate in the growth of the trade show business through the
spin-off of the Company, which owns and operates the trade show business (see
below). Following the Reorganization and spin off of the Company, C-ME will be
majority owned by KI Equity and will seek a business combination with an
operating company.

Stock Bonus
-----------

C-ME issued  1,027,327  shares to certain key employees and directors  effective
May 31,  2005.  The Stock Bonus was not  subject to  shareholder  approval.  The
individuals  receiving  the Stock Bonus  previously  had stock  options in C-ME,
which were cancelled as part of the Stock Bonus and Reorganization. In addition,
C-ME terminated all of its stock option plans, and all outstanding stock options
were cancelled or assumed by Yuan. In addition,  the employees have not received
any significant pay increases in recent years. Directors of C-ME have never been
paid fees for  services  on the Board.  The intent of the  issuance of the Stock
Bonus was to  partially  compensate  these  individuals  for  their  significant
contributions  to C-ME since  employees  did not  receive  any  significant  pay
increases in recent years and outside  directors were never paid for services on
the Board.

Transfer
--------

Since the Transfer  effective  May 31, 2005,  ASAP has been and will continue to
focus on operating  the trade show  business  previously  operated by C-ME.  The
Investment  contemplated as part of the  Reorganization  will be used to pay the
liabilities of C-ME that were assumed by ASAP under the Transfer Agreement. ASAP
will continue to operate its trade show twice a year in Las Vegas, arrange three
or more Buying Trips, and manage Material World Global Pavilion in Miami and New
York. As part of the Transfer Agreement,  ASAP has assumed an $800,000 revolving
line of credit from Frank Yuan and his wife (the "Yuan Line of  Credit").  Frank
Yuan and his wife  consented  to the  assumption  of the Yuan Line of Credit and
released C-ME from any and all liabilities  there under. The Yuan Line of Credit
has an outstanding balance as of August 31, 2005 of $554,179,  including accrued
interest of $9,179;  bears  interest at 8% per annum,  and expires in  September
2006.  $120,000 of the funds  received  from C-ME as a result of the  Investment
were used to  partially  repay  the Yuan Line of  Credit.  With the  payment  of
liabilities from the Investment, the expected cash flow generated from the trade
shows and the Yuan Line of Credit,  ASAP believes it will have  sufficient  cash
resources to grow its business and pay the  liabilities and meet the obligations
with respect to its operations through at least September 2006.

As a  further  condition  of the  Investment,  C-ME  and ASAP  entered  into the
Transfer  Agreement  effective  May 31, 2005,  whereby all of the assets of C-ME
were transferred to ASAP and all liabilities,  obligations and contracts of C-ME
(known and  unknown,  fixed or  contingent  or  otherwise)  were assumed by ASAP
("Assumed  Liabilities").  In exchange,  C-ME received  8,626,480 shares of ASAP
common  stock.  ASAP and Frank  Yuan  have  agreed  to  indemnify  and hold C-ME
harmless  from any loss,  costs or damages  incurred by C-ME with respect to the
Assumed Liabilities ("Indemnity Claims").

Distribution
------------

On  August  25,  2005,  C-ME  distributed  8,626,480  shares  of ASAP to  C-ME's
shareholders of record on August 18, 2005 on a pro-rata basis.

In  connection  with the  filing  of this Form  10-SB  with the  Securities  and
Exchange  Commission  (the  "SEC"),  the  Distribution  was paid to U. S.  Stock
Transfer  Corporation  as  depository  agent for ASAP's  shareholders.  The ASAP
shares will be held by the  depository  agent until such time as this Form 10-SB
has become  effective and all comments  from the SEC have been cleared.  At that
time,  the  certificates  representing  ASAP  shares  will be  disbursed  by the
depository  agent to ASAP's  shareholders.  Following

                                       4



disbursement of the ASAP shares, ASAP intends to make available information that
will allow a broker to file a Form 15c2-11 to post a quotation and obtain a
trading symbol for the shares of ASAP on the OTC BB. The ASAP shares distributed
as part of the Distribution will be freely tradable, subject to certain
restrictions applicable to insiders and affiliates, once this Form 10-SB has
become effective and all comments of the SEC have been cleared.

The distribution will be taxable to the Company's shareholders.

Investment
----------

The  closing  of the  transactions  contemplated  by the SPA and the  Investment
occurred  on  September  30,  2005,  after  the  Distribution.  Pursuant  to the
Investment,  C-ME  issued  7,104,160  shares  of common  stock to KI Equity  for
$415,000.  The proceeds of the  Investment  will be used to satisfy  liabilities
that were assumed by ASAP as part of the Transfer and any other  liabilities  of
C-ME, which will be applied to all third party  liabilities which existed at May
31, 2005 and any remaining  funds being  transferred to ASAP, less $50,000 which
C-ME will hold in reserve  for a period of six months  following  the closing of
the SPA to satisfy any Indemnity Claims.

Accounting Treatment
--------------------

The Company accounted for the  Reorganization as a reverse spinoff in accordance
with the Emerging Issues Task Force Issue No.  ("EITF")  02-11,  "ACCOUNTING FOR
REVERSE SPINOFFS." In a reverse spinoff,  the legal spinnee (ASAP) is treated as
though it were the spinnor for accounting  purposes.  Reverse spinoff accounting
is appropriate  as the treatment of the legal spinnee as the accounting  spinnor
results in the most accurate  depiction of the substance of the  transaction for
shareholders and other users of the financials statements. Under this treatment,
the  historical  financial  statements  of the  Company  will be the  historical
financial  statements  of  ASAP.  In  making  its  determination,   the  Company
considered the following indicators, among others:

     o    the accounting spinnor (legal spinnee, ASAP) is larger than the
          accounting spinnee (legal spinnor, C-ME);

     o    the fair value of the accounting spinnor (legal spinnee) is greater
          than that of the accounting spinnee (legal spinnor);

     o    the accounting spinnor (legal spinnee) retains the senior management
          of the formerly combined entity; and o the accounting spinnor (legal
          spinnee) retains senior management.

OVERVIEW OF ASAP SHOW SERVICES

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.
The 8th edition  ASAP Global  Sourcing  Show held from August 29 to 31, 2005 had
approximately 300 full package factories from 35 countries exhibiting.

ASAP BUYING TRIP - The first ASAP China  Buying Trip was arranged by the Company
to take more than 80 United  States and European  Union  buyers,  each with more
than $5 million in  purchasing  power,  to 4 production  centers in China.  This
"reverse trade-show" event was supported and promoted by the U.S Cotton Council,
American Apparel and Footwear  Association,  America Apparel Production Network,
and many other  leading  corporations  and  associations  active in the  apparel
industry.  It was the first buying

                                       5



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 ventures  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. The Company is planning a
buying trip to Sri Lanka and  Bangladesh in November 2005, an India and Thailand
buying  trip in March 2006 and the 2nd  edition of the China  Buying Trip in May
2006.

The U. S. Cotton Council's  objective is to promote U. S. raw cotton to overseas
manufacturers.  The Cotton  Council's  London office  promotes the use of cotton
with European apparel buyers as an alternative to synthetic fabrics.  The Cotton
Council  endorsed and promoted the ASAP China buying trip.  It paid ASAP $50,000
and invited 15 European buyers to join the buying trip.

The  American  Apparel  Footwear   Association  is  a  non-profit   organization
headquartered  in Washington D. C. Its members are leading  footwear brands such
as Nike, Lee, Limited, etc. It is the only brand association for footwear in the
United  States.  On the China  Buying  Trip,  its  members  were able to gain an
understanding of the production strengths and locations in China.

The American Apparel Production Network is a U. S. based non-profit organization
with members in Canada,  Central and South America. It promoted the China Buying
Trip to assist its members in balancing their sourcing in China.

Other  associations  such as the  California  Fashion  Association  had the same
objective; to assist their members in sourcing in China.

MATERIAL WORLD is a textile,  fabrics and accessories sourcing show held twice a
year in  Miami,  Florida  and New  York.  ASAP  has  entered  into an  exclusive
agreement  with Material World to represent it as its global  marketing  partner
and will  share 50% of the net  profits  associated  with sales of booths by the
Company.  ASAP's  agreement  with  Material  World is based upon  ASAP's  global
contacts and network to bring textile and accessories  manufacturers  to exhibit
at the Miami and New York shows. ASAP will share 50% of the gross profits, which
are generated from ASAP's  efforts.  The calculation is based on the total booth
receipts less venue rental,  booth  decorations and commissions paid to overseas
agents.  Material  World will be  responsible  for promotion and  advertising to
attract  attendees/buyers.  ASAP is responsible for promotion and advertisements
to attract overseas manufacturers as exhibitors.

THE INTERNET SOURCING NETWORK ("ISN")

The ISN is a private extranet that the Company builds and maintains for its U.S.
retail users.  ISN allows ASAP's retail users and overseas  suppliers to conduct
business using the web-based application.  Overseas suppliers have direct access
to U.S. retail buyers;  push the stock lot  information to buyer's  computer and
receive feedback on their immediate  merchandise  needs. There are many types of
international  trade activities  related to apparel.  Currently,  the Company is
focused on apparel stock lot (excess inventories) transactions.  For example, if
overseas manufacturers have any stock lots, excess inventory or leftovers,  ASAP
will place send a pre-designed  information  sheet  describing the  merchandise,
including  pictures,  to U. S.  buyers to  review.  If a U. S.  buyer  likes the
product information,  ASAP will introduce the buyer and seller. If a transaction
is completed,  either the buyer or the seller will pay ASAP a commission. ISN is
in its development stage.

GLOBAL FINANCIAL PLATFORM ("GFP")

Letters of credit have  historically  been the predominant  means of payment for
international  trading.

                                       6



ASAP's  patent  pending GFP  provides a  framework  for  obtaining  non-recourse
financing of merchandise  shipments to pre-approved buyers in the United States,
without  the need for  letters  of credit.  Through  ASAP's  GFP,  the CIT Group
("CIT"),  the overseas bank and ASAP,  each play an integral  role.  First,  CIT
guarantees the credit worthiness of the U.S. buyers.  Second,  the overseas bank
provides  working  capital  financing  and  acts  as  the  conduit  for  foreign
manufacturers  to  receive  payment.  Consequently,  U.S.  buyers  can  purchase
overseas  merchandise just as they purchase  domestic goods, with open terms and
without the need to open letters of credit.  The  application for the patent was
filed in 2001. Due to the U. S. Patent  Office's  workload,  the Company has not
received any response to the filing.  Therefore, the Company cannot predict when
or if this patent will be granted.

CIT will pay ASAP  0.5% of the  transaction  value.  CIT and Bank  SinoPac  have
tested the GFP  platform  and model  successfully.  There have been more than 10
transactions done through the CIT and Bank Sinopac Tri-party  agreement.  In one
case, a seller in Taiwan shipped  merchandise to a San Diego based retailer with
net 30 days open terms.  The day the  merchandise  is shipped from Taiwan,  Bank
Sinopac advanced 80% of the value of the merchandise to the Taiwan shipper.  The
shipping documents and invoice were sent to the Company.  The Company duplicated
the  documents.  The Company  invoiced  the San Diego  retailer and assigned the
invoice to CIT for  collection.  When the  retailer  paid CIT,  CIT deducted its
commission and the Company's  commission.  CIT then remitted the balance to Bank
Sinopac.  Bank Sinopac then  deducted the advances and interest and remitted the
balance to the  shipper.  Even  though  there were  several  successful  similar
transactions,  multiple  countries  are  needed  for this type of  international
trading  transaction to be widely used and recognized.  The Company has only the
relationship  with Bank Sinopac in Taiwan.  Therefore this innovative  financing
method is still in the  development  stage.  As of May 31, 2005, the Company did
not  have  the  financial  resources  to  allocate  to  this  project.  However,
management  believes GFP could be a large revenue source in the future.  CIT and
the Company  cancelled the factoring and commission  agreement by mutual consent
and  released  each  other's   responsibilities   and  liabilities  under  these
agreements.  ASAP management will enter into a similar  factoring and commission
agreement  with CIT  when  ASAP has more  resources  ready to  promote  this GFP
business.  If the Company  had enough  resources  to approach  banks in multiple
countries,  this product could be widely used in international  trade. There are
multi-billion dollars of letters of credit issued in international trade. If GFP
can be widely used, it would be a tremendous  source of revenue for the Company.
However there can be no assurance as to when or if GFP will be utilized.

LOGISTICS AND WAREHOUSING

In  international  trade,  the  shipment  of goods  from one  country to another
involves multiple  activities.  The Company will assist clients in finding ocean
and air  forwarders,  custom  brokers,  domestic  trucking  companies and public
warehouses  for  packaging  and  shipping.  The Company  intends to leverage the
contacts  from its trade show buyers and sellers to negotiate  with FedEx,  DHL,
and many ocean  carriers for a deep discount bulk rate.  The Company will keep a
portion of the discount  rate.  When the  Company's  client base  expands,  this
activity could generate significant  revenues.  However there is no assurance as
to if or when this will occur.

These logistics and warehousing activities are in their development stages.

REVENUE MODEL

TRADE SHOWS

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.

                                       7



Consequently, the Company's revenues are generated solely from trade shows.

The management budgets its tradeshow income for the year 2006 as follows:



--------------------------------------------------------------------------------------------------------
         Name of Show              Annual Gross Revenue         Production Cost        Gross Profit
--------------------------------------------------------------------------------------------------------
                                                                             
 Two ASAP Shows in Las Vegas           $1.2 million              $0.60 million         $0.60 million
      Three Buying Trips               $1.0 million              $0.25 million         $0.75 million
   Two Material World shows            $0.6 million              $0.20 million         $0.40 million
            Total                      $2.8 million              $1.05 million         $1.75 million
--------------------------------------------------------------------------------------------------------


Historically the Company has sold  approximately 120 booths at the ASAP shows in
Las Vegas at an  average  rate of $5,000 per booth.  Management  estimates  that
without any growth for the two shows in 2006,  the Company  will sell 240 booths
at the same rate for a total of $1,200,000 in revenue.


For the year 2005,  the China Buying Trip had 80 buyers.  The Company  estimates
that in 2006,  it will take 125 buyers to China.  The Company  believes that the
2005 China Buying Trip was extremely successful.  The response from participants
was very positive.  The Company  believes that at least 90% of the buyers on the
2005 China Buying Trip will  participate  in 2006.  In addition many buyers have
contacted  the Company  about the 2006 China  Buying  Trip.  Also the 2006 China
Buying Trip will include buyers from Mexico and South Asia countries like India,
Pakistan  and  Bangladesh.  The Company  receives an average of $1,600 from each
buyer. In addition,  each Chinese  exhibitor pays $1,600 per buyer per city. The
buyers will visit 3 cities.  The Company estimates that total gross revenue from
the China  Buying  Trip in 2006  will be  $1,600  times 4 (1 buyer and 3 cities)
times 125 buyers for gross revenues of $800,000.

The Company had a Pakistan  and  Bangladesh  buying trip in late  November  2005
which had 12 buyers visiting 3 cities. The Company's gross revenue for this trip
was  $80,000.  A total of 30 buyers had  registered  for this trip.  However the
Pakistan  earthquake  occurred  a few days  before  the trip was to begin.  This
caused  several  buyers to cancel at the last minute.  The Company plans to have
another  buying trip to Pakistan and  Bangladesh  in early  November  2006.  The
Company estimates that there will be 30 buyers going to three cities.  The gross
revenue formula will be the same as for the China buying trip, $1,600 times 4 (1
buyer and 3 cities)  times 30 buyers for total  gross  revenue to the Company of
approximately $192,000.

In addition,  the Company  plans to have a buying trip to India and Sri Lanka in
mid 2006. The gross revenue formula will be the same as the other two trips.

The Company  anticipates  that the combined gross revenue for the 3 buying trips
will be approximately $1,000,000.

The Company  cannot  guarantee the number of  participants  that will attend the
trade  shows and the buying  trips.  Also there is no  guarantee  that the trade
shows and buying trips will generate revenues at these levels in fiscal 2006.


THE INTERNET SOURCING NETWORK

The Company  generates at least 10% of the net transaction  revenue from selling
overseas  stock  lots to the U.S.  retailers.  For the last  three  years,  C-ME
generated  an  average  of $1  million  dollars  in gross  transaction  revenue.
Management  believes  ASAP can  increase  its  transaction  sales if it provides
additional  resources to the segment;  however, the Company is currently focused
on the tradeshow business.

                                       8



GLOBAL FINANCIAL PLATFORM

CIT paid the Company 0.5% of transaction value. CIT and Bank SinoPac have tested
the GFP  platform  and  model  successively.  CIT and C-Me  have  cancelled  the
tri-Party  Agreement as of September 15, 2005. ASAP management  feels it will be
very  easy to enter  into the same  agreement  with CIT when  there  are  enough
resources provided and business volume increases for this type of business.

LOGISTICS AND WAREHOUSING

Management is  aggressively  negotiating  with DHL and FedEx for a bulk discount
rate of 25%. If the  Company is  successful  in this  regard,  the Company  will
resell a 15% discount to its tradeshow  exhibitors and attendees.  The potential
10% freight revenue can generate  freight  logistic fees for the Company if DHL,
FedEx and ocean  carriers are willing to offer the bulk  discount rate of 25% to
ASAP's exhibitors and attendees. ASAP's apparel exhibitors and attendees are the
target clients for U.S. logistic companies.

The Company  charges its overseas  suppliers and  exhibitors  the same rate as a
public warehouse charges for similar warehousing services.

EMPLOYEES

As of May 31, 2005, the Company employed 14 full-time  employees and 1 part-time
employee  classified as follows:  3 full-time  executive  officers;  1 full-time
administrative  personnel;  10 full-time  marketing  personnel;  and 1 part-time
technical employee. None of the employees are subject to a collective bargaining
agreement, and the Company believes that relations with its employees are good.

COMPETITION

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.

The primary competitors of ASAP 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 fashion  industry  trade shows.  MAGIC  encompasses  every facet of
fashion.  MAGIC announced its Sourcing Zone and Fabric@Magic show in 2003, which
is direct competition of ASAP' trade show in Las Vegas.

The management of ASAP has a combined experience in international  apparel trade
of more than 100 years. A competitor such as MAGIC, even though it has a history
of a large tradeshow, cannot compete with ASAP because a sourcing show is a very
specialized  tradeshow that requires management to understand the in and outs of
apparel  international  trade to establish a unique apparel  sourcing show. ASAP
offers unique services such as matchmaking  between  appropriate  exhibitors and
buyers and  educational  seminars for exhibitors and attendees on the complexity
of international trade laws. None of these unique services have been provided by
other  tradeshows.  ASAP is the first  tradeshow in the U. S. that is a sourcing
show compared to others that are more focused on the fashion trade.

IFFE at New York Javits Center - The longest established fabric and trim show in
North America. IFFE concluded its last event in April 2005.

                                       9



SOURCES  trade show - Now in its third  year,  SOURCES has  exhibitors  that are
non-US  based  manufacturers  of gifts,  home and  decorative  accessories,  and
handcrafted  products  who come to 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 the ASAP trade shows, the Company 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 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.

RISK FACTORS

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.

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

The Company'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 the Company's  business.  Fewer foreign apparel  exporters will
participate  in the  Company's  events if they are limited in  exporting  to the
United States.

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

The Company'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 the Company'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 U. S. and each other country.  For example,  even though
China  is a WTO  member,  the U. S.  can  elect,  based  upon  safeguards/market
disruptions,  to limit the export  quantities to the U. S. Management found that
because  of  China's  limitations  of  exports  to  the  U.  S.,  fewer  Chinese
manufacturers  are willing to exhibit in U. S. trade shows.  For  example,  when
China officially  became a member of WTO on January 1, 2005. the Company's trade
show in Las  Vegas  in  February  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.

The Company estimates that 36% of its total revenue in 2006 will be from China.

                                       10



WE EXPECT TO DEPEND ON REVENUE FROM UNPROVEN ASAP TRADE SHOWS, INTERNET SOURCING
NETWORK, GLOBAL FINANCIAL PLATFORM AND LOGISTICS AND WAREHOUSING WHICH MAKES OUR
REVENUE POTENTIAL UNCERTAIN.

ASAP  expects to depend  primarily  on revenue  from trade  shows,  ISN, GFP and
logistics and warehousing.  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.  The ISN,
GFP and logistics and warehousing  are in their  development  stages.  Therefore
there is no significant  revenue  generated from these  services.  Currently the
Company does not anticipate revenue in the near future from the GFP or logistics
and warehousing  fees. The Company's  primary source of funds will be trade show
revenue and the $800,000 line of credit provided by Mr. Yuan.

THERE IS CURRENTLY NO PUBLIC  MARKET FOR OUR STOCK WHICH MAKES AN  INVESTMENT IN
OUR STOCK VERY ILLIQUID.

Following  disbursement  of the ASAP  shares,  ASAP  intends  to make  available
information  that will allow a broker to file a Form 15c2-11 to post a quotation
and obtain a trading  symbol for the shares of ASAP on the OTC BB. However there
is no assurance that the shares of the Company's common stock will trade or that
a market will be maintained.

WE HAVE A HISTORY OF OPERATING LOSSES.

As of May  31,  2005,  C-ME  transferred  all  of its  assets  of  $246,881  and
liabilities of $1,116,096 to ASAP. As a result,  ASAP has a shareholder  deficit
of $869,215.  For the three  months  ended  August 31, 2005,  ASAP had a loss of
$123,000.  C-ME had a history of operating losses. C-ME was not profitable since
inception in 1996 and we do not expect ASAP to be profitable in the near future.

WE FACE 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.

WE ARE DEPENDENT ON FOREIGN GOVERNMENTS  SUBSIDIZING THEIR EXPORTERS' EXHIBITION
FEES.

The Company  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  on the
Company's  trade  show  revenue.  For  example,  Macau has been  supporting  its
exporters at the Company'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.

POLITICAL RISKS AND CHANGING ECONOMIC CONDITIONS IN THE PACIFIC RIM COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS.

The Company faces political risks in conducting international business including
risks of  changing  economic  conditions  in the  Pacific  Rim.  This may have a
material adverse effect on our ability to provide

                                       11



global merchandise  sourcing to our clients.  For example,  if Pakistan does not
support the U. S. in combating  terrorism,  management  believes  that the U. S.
government  would ban  Pakistani  imports  into the U. S. This type of political
activity  would hurt the  Company's  trade shows as it would lose the  Pakistani
exhibitors.

WE ARE 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'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  ASAP's  expectations,  it is likely that
ASAP's 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  expand   and   maintain   existing
relationships,  our  revenue  and  profitably  will not  meet our  expectations.
Although ASAP  believes it can create and maintain the necessary  relationships,
there is no guarantee that it will.

WE DEPEND ON THE RELIABILITY OF OUR SERVICES.

As a member of the service  industry,  ASAP is dependent upon the reliability of
its trade show,  software and hardware.  There is no guarantee that ASAP will be
able to provide  reliable  services.  Even though the Company'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 the Company's unique services. If a competitor starts to copy our
unique services,  which is possible,  management believes that it will face more
intense competition than before.

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

The  implementation of our business plan relies on key members of the management
team and sales,  marketing,  and finance  personnel.  There is no guarantee that
these  employees  will  continue  to work for  ASAP.  In  addition,  there is no
guarantee  that ASAP 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.
Frank Yuan is a key member of our management. If for any reason, Mr Yuan were to
leave the Company,  it would be very  difficult to find a  replacement  with his
experience and financial support of the Company.

THE COMPANY'S SECURITIES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC WHICH
MAY AFFECT THE MARKET FOR THE SECURITIES.

The Company's securities are subject to the Securities and Exchange Commission's
"penny stock"  rules.  The penny stock rules may affect the ability of owners of
the  Company's  shares to sell  them.  There may be a limited  market  for penny
stocks due to the regulatory burdens on broker-dealers. The market among dealers
may not be active.  The mark-ups or  commissions  charged by the  broker-dealers
might be greater than any profit an investor may make.  Because of large spreads
that market makers quote,  investors may be unable to sell the stock immediately
back to the dealer at the same price the dealer sold the stock to the investor.

                                       12



The  Company's  securities  are also  subject  to the  Securities  and  Exchange
Commission   rule  that  imposes  special  sales  practice   requirements   upon
broker-dealers that sell such securities to other than established  customers or
accredited investors. For purposes of the rule, the phrase "accredited investor"
means,  in general  terms,  institutions  with assets  exceeding  $5,000,000  or
individuals  having net worth in excess of $1,000,000 or having an annual income
that  exceeds  $200,000  (or that,  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of purchasers of the Company's  securities to buy or sell
in any market.

INTELLECTUAL PROPERTY.

ASAP  has one  patent  pending  that  pertains  to  business  processes:  Global
Financial  Platform.  ASAP's GFP  eliminates  the need for  letters of credit by
allowing overseas suppliers to ship merchandise to pre-approved retailers/buyers
in the United  States.  C-ME pioneered  this process by  establishing  the first
tri-party  agreement with CIT and Bank SinoPac in Taiwan. In essence,  it is the
first workable  international  factoring  mechanism.  Overseas  suppliers,  U.S.
retailers/buyers,  international banks and CIT are linked to ASAP's GFP. Through
this  arrangement,  each of the tri-party  participants  plays an integral role.
First,  CIT  guarantees  the  credit  worthiness  of the U.S.  retailers/buyers.
Secondly,  Bank SinoPac provides cash advances up to 80% and acts as the conduit
for  foreign   suppliers  to  receive   payment.   Through   ASAP's  GFP,   U.S.
retailers/buyers  can  purchase  overseas  merchandise,  just as  they  purchase
domestic  merchandise,  with open terms and without the need to open  letters of
credit.  Overseas  suppliers ship merchandise to pre-approved  retailers without
payment risk and receive up to 80% cash advance when they ship the  merchandise.
CIT and C-Me have  cancelled  the  agreement  as of  September  15,  2005.  ASAP
management  feels it will be able to enter into the same agreement with CIT when
there are enough  resources  provided and as business volume  increases for this
type of business.

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

DIVIDENDS

C-ME did not paid  dividends  in prior years and the Company has no plans to pay
dividends  in the near future.  The Company  intends to reinvest its earnings in
the  continued  development  and  operation  of its  business.  Any  payment  of
dividends  would  depend on the  Company's  pattern  of  growth,  profitability,
financial  condition,  and other  factors,  as the Board of  Directors  may deem
relevant.

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

The following  discussion of the plan of operation of the Company should be read
in conjunction with the Company's audited  financial  statements and the related
notes thereto-included elsewhere in this registration statement for the 11-month
period ended May 31, 2005.  Certain  statements  contained herein may constitute
forward-looking  statements,  as  discussed  at the  beginning of Part I of this
registration  statement.  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.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Effective  for the fiscal year ended in 2005,  C-ME  changed its fiscal year end
from June 30 to May 31. The following table presents comparative information for
the eleven-months ended May 31, 2005 and 2004.

                                       13



                                     5/31/05       5/31/04
                                   ----------    -----------
                                                 (Unaudited)

Revenues                           $2,040,341    $ 1,754,826
                                   ==========    ===========
Loss from operations               $ (463,063)   $  (532,628)
                                   ==========    ===========
Loss before income taxes           $  477,268    $   795,321
                                   ==========    ===========
Income taxes                       $      800    $       800
                                   ==========    ===========
Net loss                           $ (478,068)   $  (796,121)
                                   ==========    ===========
Loss per share-basic and diluted   $    (0.06)   $     (0.10)
                                   ==========    ===========

11-MONTH PERIOD ENDED MAY 31, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004

The following  discussion sets forth information for the eleven months ended May
31, 2005,  compared with the twelve months ended June 30, 2004. This information
has been derived in part from the audited  consolidated  financial statements of
the Company contained elsewhere in this Form 10-SB.

REVENUES

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 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  2005,  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.  However,  during 2004,  the Company  acted as an agent for such
transactions  and therefore such are presented on a net basis in accordance with
EITF 99-19.

During the eleven months ended May 31, 2005, the Company had  transaction  sales
of  $315,493  compared  to  $1,352,601  for the year  ended June 30,  2004.  Net
revenues from transaction sales (after reduction for cost of transaction  sales)
for the eleven  months  ended May 31, 2005 were  $68,307,  a decrease of $39,894
from  $108,201  in the year  ended June 30,  2004.  The gross  profit  margin of
transaction  sales for the eleven months ended May 31, 2005 was 21.7%,  compared
to 8.0% for the year  ended June 30,  2004.  Management  put a  majority  of its
resources  and  manpower to its trade show  development  for 2005,  which is the
reason why the  transaction  sales  declined in the eleven  months ended May 31,
2005,  compared with the year ended June 30, 2004. Even though transaction sales
gross revenue declined, management focused on more profitable transactions.  The
Company  expects  this net  revenue  percentage  to grow,  as it begins to fully
utilize  its  overseas  sourcing  network  and its trade  show  buyers/attendees
relationships.

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 2005,  approximately 95% of our

                                       14



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 February and August each year.
In 2005,  approximately  64% of our tradeshow  revenue was generated  during the
first  quarter  (August  show) and  approximately  36% during the third  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.

ASAP Global Sourcing Show revenues totaled $1,427,439 in the eleven months ended
May 31, 2005, compared to $1,663,274 in the year ended June 30, 2004, a decrease
of $235,835 or 14%  compared to the prior  period.  This  decrease  was due to a
slight  decrease in number of exhibitors  compared to the prior period.  Another
reason  for  decreasing  exhibitors  is because  of 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  show will make it
difficult to have significant growth.

CHINA BUYING TRIP

China Buying Trip revenues  totaled $259,907 for the eleven months ended May 31,
2005. This is the first year that it is incorporated into the Company's business
model.  Management is planning to establish  semi-annual  China Buying Trips, to
South and South East Asia, in May and November of each year.

MATERIAL WORLD

Material World revenues  totaled $37,502 for the period ended May 31, 2005. This
is the first year that the Company  acted as Material  World's  Global  Pavilion
Agent.  Management also entered into a similar agreement with Material World for
its September 2005 New York show. The Company  records the revenues  earned from
Material World as tradeshow revenue in its financial statements.

OPERATING EXPENSES

General and  administrative  expenses consist  primarily of ASAP Global Sourcing
show production costs, attendee marketing programs, exhibitors' promotion costs,
and payroll related expenses.  General and administrative  expenses decreased by
$34,379 or 2% to $1,512,972 for the eleven-month  period ended May 31, 2005 from
$1,547,351  in the year  ended  June  30,  2004.  Such  increase  was  primarily
attributed  to there only being eleven  months of fiscal 2005 compared to twelve
months in fiscal 2004.

Stock based  compensation  increased  by  $126,953  from  fiscal  2004.  Such an
increase  is due to the Company  issuing  120,862  shares of common  stock (on a
post-Reverse  Split basis) to certain  employees and directors as a stock bonus,
which was valued at $133,553  (based on the estimated  fair value on the date of
grant).

Payroll and related benefit expense decreased by $149,972 or 20% to $609,693 due
to our continued  cost cutting  efforts in lowering our headcount and there were
only eleven months in fiscal 2005 compared to twelve months in fiscal 2004.

                                       15



OTHER EXPENSE (INCOME)

Under the equity method of  accounting,  the loss in overseas joint ventures was
$9,341 for the year ended June 30, 2004. Each joint venture incurred significant
development  costs and  amortization  of the software  acquired from the Company
associated  with  infrastructure  development and market  branding.  The Company
invested in the joint ventures with proceeds  received from the sales of its ISN
software to the respective  joint  ventures.  The revenue from the software sold
was amortized over a 3-year period using  straight-line  amortization method and
offset by negative goodwill. These joint ventures had net losses since inception
and were  formed  during  the  Internet  boom with a  business  model to attract
subscribers  to join the  Company's  ISN  services.  Since  the  Company's  core
business model changed from attracting paid  subscribers for its ISN services to
organizing  trade  shows  and  transaction  sales,  it  was  determined  by  the
management  that the investment was  permanently  impaired and as a result,  the
Company recorded an impairment charge of $720,460 during the year ended June 30,
2004. In addition, interest increased by $23,286 due to higher borrowings during
the year, such borrowings were used in our operations.

NET LOSS

The net loss for the eleven  months ended May 31, 2005  decreased by $792,495 or
62% to $478,068 from  $1,270,563  for the year ended June 30, 2004. The decrease
is mainly due to no  impairment  write-down  on  investment  in  overseas  joint
ventures and a reduction of operating expenses of approximately $64,000 and only
eleven months of operations in the eleven month period ended May 31, 2005.

Net loss per share  decreased  by $0.11 or 65% to $0.06 per share for the eleven
month period ended May 31, 2005 from $0.17 for the year ended June 30, 2004.

THREE MONTH PERIOD  ENDED AUGUST 31, 2005  COMPARED TO THREE MONTHS ENDED AUGUST
31, 2004

REVENUES

Transaction Sales
-----------------

Gross revenue from transaction  sales for the three months ended August 31, 2005
were  $120,719,  an increase of $93,104 or 336% compared to $27,705 for the same
period last year.  The reason for such a  significant  increase  on  transaction
sales is because  the  Company  received  more  orders  during the  period.  The
Company,  however,  does not anticipate  that  transactions  sales will remain a
significant  percentage of the  Company's  overall  business in future  periods,
because the Company  allocates  most of its  resources  and efforts to ASAP Show
production and promotion.

Tradeshows
----------

The gross  tradeshow  revenue  for the three  months  ended  August 31, 2005 was
$720,115,  an  increase of  $132,926  or 23%  compared to $587,189  for the same
period last year.  This  increase was due to an increase in number of exhibitors
for the ASAP  Show in August  2005  compared  to the same  show in August  2004.
Because of the Men's Apparel Guild in California's ("MAGIC") Sourcing Zone which
is held at the same time,  management  believes the competing  show will make it
difficult to have significant growth for the ASAP show in the future.

                                       16



CHINA BUYING TRIP

Gross  revenues  from the buying trip for the three months ended August 31, 2005
were $171,832.  This was the debut of the buying trip. The Company is conducting
another buying trip to Southeast China in November 2005.

OPERATING EXPENSES

Operating  expenses  increased by $587,698,  or 53%, to $1,108,642 for the three
months ended  August 31, 2005,  as compared to $590,626 for the same period last
year.  The  increase in operating  expenses is primarily  due to the increase in
professional fees, ASAP Show expenses,  the inclusion of the cost of transaction
sales and first time  buying  trip  expenses.  Professional  fees  increased  by
$57,458 to $84,020 for the three months  ended  August 31, 2005,  as compared to
$26,562 for the same period last year. The ASAP Show and its marketing  expenses
increased  by $357,681 to $593,842 for the three months ended August 31, 2005 as
compared  to  $236,161  for the same period  last year.  In  addition,  expenses
related to the buying trip totaled $77,514.

NET LOSS (INCOME)

The Company  recorded a net loss of $123,170  for the three  months ended August
31,  2005,  a decrease of $145,353 in  earnings;  as compared to a net income of
$22,183 for the same period last year. Such a decrease in earnings is mainly due
to increases in operating  expenses of $587,698 and interest expense of $24,849,
net of an increase in total  revenues of  $467,454,  which  included the revenue
generated from the debut of the buying trip of $171,832.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  working capital  deficit  increased from a deficit of $536,088 at
June 30, 2004 to $880,583 at May 31, 2005,  primarily  due to an increase in the
line-of-credit  from a shareholder of approximately  $155,000 and an increase in
accounts  payable and accrued  expenses of  approximately  $201,000.  During the
eleven month period ended May 31, 2005, the Company had average  monthly general
and  administrative  expenses  (excluding  non-cash  compensation  expenses)  of
approximately  $127,000,  excluding ASAP show  production  costs, as compared to
$137,000 for fiscal year ended June 30, 2004. During the next twelve months, the
Company will focus on the ASAP Global  Sourcing show,  buying trips and Material
World trade show business model to generate more revenues.  At May 31, 2005, the
Company has current assets of approximately  $236,000. With the net revenue from
the ASAP Global  Sourcing  show,  buying trips and Material World and continuing
support  from its  major  shareholder  to  provide a  revolving  line-of-credit,
management  believes the Company will have enough net working capital to sustain
its business for another 12 months.


Excluding the line-of-credit from the shareholder,  the Company had a deficit in
working capital of approximately $33,000 as of August 31, 2005, primarily due to
the  liabilities  assumed  from C-Me under the Transfer  Agreement.  During this
quarter,  the Company had average  monthly  expenses of  approximately  $138,000
(excluding  ASAP Show production  expenses,  buying trip expenses and additional
professional  fees incurred due to reverse spin-off of the Company).  Management
anticipates  maintaining  its  monthly  expenses  in the  range of  $130,000  to
$140,000 in the  foreseeable  future.  The Company will focus its efforts on the
semi-annual ASAP show in Las Vegas and Material World Global Pavilion ("Material
World") show, to generate  more revenue,  in addition to the revenues  generated
from buying  trips.  At August 31,  2005,  the  Company  has  current  assets of
approximately $609,000. During the period approximately 60 to 90 days prior to a
tradeshow,  the Company pays certain  related  expenses  such as hotel rooms and
ballrooms  in advance and records  such as prepaid  expenses.  Accordingly,  the
balance


                                       17




of prepaid expenses will be subject to seasonal  fluctuations and will be higher
during the periods  ending May 31 and November 30. With the net revenue from the
ASAP shows,  Buying Trips,  Material World and continuing support from its major
shareholder to provide a revolving line-of-credit and the Investment of $415,000
from KI Equity,  management  believes  the Company  will have enough net working
capital to sustain its business through August 2006 and beyond.


The Company  accepted a revolving  line-of-credit  (the "Line") on September 15,
2004 from Frank Yuan, the Company's CEO and a significant  shareholder,  and his
spouse,  Vicky  Yuan,  which  expires  on  September  1, 2006 and  provides  for
borrowings  up to a maximum of $800,000.  The Line  carries an interest  rate of
8.0% per annum. The Line contained financial and non-financial covenants,  which
the Company was in  compliance  with at May 31, 2005.  The balance as of May 31,
2005 was $395,000,  with accrued and unpaid interest of $12,623.  The balance of
the Line at August 31, 2005 was $554,178  including  accrued and unpaid interest
of $ 9,178.

In February 2005, the Company  borrowed  $100,000 for working  capital  purposes
from a related party. The note was non-interest  bearing and was paid in full in
June 2005.

The  forecast  of the  period  of time  through  which the  Company's  financial
resources  will be  adequate  to support  its  operations  is a  forward-looking
statement that involves risks and  uncertainties.  The Company'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  the
Company's international electronic trading business and ASAP Show expansion.

The Company has no commitments to make capital  expenditures for the fiscal year
ending in the next twelve months.

Over the next two to five years,  the Company 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  consolidated   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 the Company'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.

                                       18



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 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  2005,  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.  However,  during 2004,  the Company  acted as an agent for such
transactions which are presented on a net basis in accordance with EITF 99-19.

For financial  reporting  purposes,  in 2004 the Company presents the details of
gross  transaction  sales  and  related  costs  of  sales  in  the  accompanying
statements of operations.

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.

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 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 buying trips to China in May and to Southeast Asia countries in November
each year.

Material World
--------------

The Company shares  Material  World's foreign  exhibitors' net exhibitors'  fees
income  which  are  derived  through  Company  introduction  (we do not share in
losses,  if any).  Material  World's net revenue is recognized in the accounting
period in which the event is conducted.  Material World conducts two trade shows
per year, i.e. April and September.

Subscription Fees
-----------------

The Company also recognizes revenue from monthly  subscription fees.  Subscriber
fees represent revenue generated through one-time, non-refundable setup fees and
monthly hosting fees. Subscription and subscriber fees are recognized as revenue
after the services have been provided.  Subscription fees were insignificant for
fiscal 2005 and 2004.

DEFERRED TAX ASSET VALUATION

The Company  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

                                       19



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.

STOCK BASED COMPENSATION

Financial Accounting Standards Board ("FASB")  Interpretation No. 44 ("FIN 44"),
"ACCOUNTING  FOR  CERTAIN   TRANSACTIONS   INVOLVING  STOCK   COMPENSATION,   AN
INTERPRETATION  OF APB  25"  clarifies  the  application  of APB 25 for  (a) the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a  plan  qualifies  as a  noncompensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain  provisions  cover specific  events that occur after either December
15, 1998, or January 12, 2000.  The adoption of certain other  provisions of FIN
44 prior  to June 30,  2000 did not  have a  material  effect  on the  financial
statements.

Under Accounting  Principles Board ("APB") Opinion No. 25, "ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES," the intrinsic value based method,  compensation expense is
the  excess,  if any,  of the fair value of the stock at the grant date or other
measurement  date over the amount an  employee  must pay to  acquire  the stock.
Compensation  expense, if any, is recognized over the applicable service period,
which is usually the vesting period.

SFAS No. 123,  "ACCOUNTING  FOR  STOCK-BASED  COMPENSATION,"  if fully  adopted,
changes the method of accounting for employee stock-based  compensation plans to
the fair value  based  method.  For stock  options and  warrants,  fair value is
determined using an option pricing model that takes into account the stock price
at the grant  date,  the  exercise  price,  the  expected  life of the option or
warrant,   stock  volatility  and  the  annual  rate  of  quarterly   dividends.
Compensation  expense, if any, is recognized over the applicable service period,
which is usually the vesting period. The adoption of the accounting  methodology
of SFAS 123 is optional and the Company has elected to continue  accounting  for
stock-based  compensation  issued to employees using APB 25; however,  pro forma
disclosures,  as the Company adopted the cost recognition requirement under SFAS
123, are required to be presented.

SFAS 148, "ACCOUNTING FOR STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE,
AN AMENDMENT  OF FASB  STATEMENT  NO.  123," was issued in December  2002 and is
effective  for fiscal years ending  after  December 15, 2002.  SFAS 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.

NEW ACCOUNTING PRONOUNCEMENTS

In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment"  ("Statement 123(R)") to provide investors and other users of financial
statements  with more complete and neutral  financial  information  by requiring
that the  compensation  cost  relating to  share-based  payment  transaction  be
recognized in financial statements.  The cost will be measured based on the fair
value of the equity or liability  instruments issued.  Statement 123(R) covers a
wide range of share-based  compensation  arrangements  including  share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  Statement  123(R)  replaces SFAS No.123,  and
supersedes  APB 25. SFAS No.123,  as  originally  issued in 1995,  established a
fair-value-based  method of

                                       20



accounting for share-based payment  transactions with employees.  However,  that
Statement  permitted  entities the option of continuing to apply the guidance in
APB No. 25, as long as the footnotes to financial  statements disclosed what net
income  would have been had the  preferable  fair-value-based  method been used.
Public  entities  (other than those filing as small  business  issuers)  will be
required to apply Statement 123(R) as of the first interim period for the fiscal
year ending May 31, 2007.  The Company is in the process of  evaluating  whether
the  adoption  of SFAS 123(R) will have a  significant  impact on the  Company's
overall results of operations or financial position.

In  December  2004,  the FASB issued SFAS No.  153,  "EXCHANGES  OF  NONMONETARY
ASSETS,  AN  AMENDMENT  OF  APB  OPINION  NO.  29,  ACCOUNTING  FOR  NONMONETARY
TRANSACTIONS."  APB Opinion No. 29 is based on the principle  that  exchanges of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle.  This statement amends Opinion 29 to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets and  replaces  it with a
general  exception  for the  exchanges  of  nonmonetary  assets that do not have
commercial  substance,  that is, if the future  cash flows of the entity are not
expected to change significantly as a result of the exchange.  The provisions of
this statement are effective for nonmonetary asset exchanges occurring in fiscal
periods  beginning after June 15, 2005. We anticipate that SFAS No. 153 will not
have a material impact on our financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "ACCOUNTING  FOR CERTAIN  FINANCIAL
INSTRUMENTS WITH  CHARACTERISTICS  OF BOTH LIABILITIES AND EQUITY." SFAS No. 150
established  standards  for  how  a  company  classifies  and  measures  certain
financial  instruments with  characteristics of both liabilities and equity, and
is effective for public  companies as follows:  (i) in November  2003,  the FASB
issued FASB issued FASB Staff Position  ("FSP") FAS 150-03 ("FSP 150-3"),  which
defers indefinitely (a) the measurement and classification  guidance of SFAS No.
150 for all manditorily redeemable  non-controlling  interest in (and issued by)
limited-life  consolidated  subsidiaries,  and (b)  SFAS No.  150's  measurement
guidance for other types of manditorily  redeemable  non-controlling  interests,
provided  they  were  created  before  November  5,  2003;  (ii)  for  financial
instruments  entered into or modified  after May 31, 2003,  that are outside the
scope of FSP 150-3: and (iii)  otherwise,  at the beginning of the first interim
period  beginning  after June 15, 2003. The Company  adopted SFAS No. 150 on the
aforementioned  effective dates. The adoption of this pronouncement did not have
a material impact on the Company's results of operations or financial condition.

The  Company  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  the  Company's  audited  financial
statements, note 1.

ITEM 3.  DESCRIPTION OF PROPERTY.

The Company leases its corporate  headquarters  located at 4349 Baldwin  Avenue,
Suite A, El Monte,  California  91731.  Its telephone  number is (626) 636-2530.
ASAP entered into a new lease effective June 28, 2005, which expires on June 30,
2007.  ASAP  currently  leases  approximately  7,000  square  feet at an average
monthly rent of approximately $4,990.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of August 25, 2005 certain  information  known
to the Company regarding the beneficial  ownership of the Company's common stock
which,  following the  Distribution,  will reflect shares of the Company for (i)
each executive  officer or director of the Company who beneficially owns shares;
(ii) each  shareholder  known to the Company to beneficially own five percent or
more of the  outstanding  shares of its common  stock;  and (iii) all  executive
officers and  directors as a group.  The

                                       21



Company  believes that the  beneficial  owners of the common stock listed below,
based on information  furnished by such owners,  have sole investment and voting
power with respect to such  shares,  subject to  community  property  laws where
applicable.  The individuals listed in the table are accessible at the following
address: 4349 Baldwin Ave., Unit A, El Monte, California 91731.

PRINCIPAL STOCKHOLDERS



-------------------------------------------------------------------------------------------------------------------
                                                         Amount and Nature of         Percentage of common shares
                       Name                                Beneficial Owner                   outstanding
-------------------------------------------------------------------------------------------------------------------
                                                                                      
       (i) Directors and Executive Officers
         FRANK S. YUAN - CEO AND CHAIRMAN                     2,901,311                         33.63%
            JAMES VANDEBERG, DIRECTOR                            85,000                          0.99%
            DEBORAH SHAMALEY, DIRECTOR                          427,508                          4.96%
              CHARLES RICE, DIRECTOR                            190,001                          2.20%
             LUZ JIMENEZ - CONTROLLER                            66,003                          0.77%
    (ii) All directors and officers as a group                3,669,823                         42.54%
-------------------------------------------------------------------------------------------------------------------


CHANGE IN CONTROL

The  Company  is not aware of any  arrangement  that  would  upset  the  control
mechanisms  currently in place.  Although it is  conceivable  that a third party
could  attempt a hostile  takeover of the Company,  the Company has not received
notice of any such effort.

ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Each of the following persons,  who were directors of C-ME, are the directors of
ASAP to serve until the next  Annual  Meeting of ASAP's  stockholders  and until
their successors shall be elected and qualify.

          NAME OF DIRECTOR      AGE    POSITIONS HELD WITH COMPANY
          ----------------      ---    ---------------------------
          Charles Rice          62     Director since 2005
          Deborah Shamaley      46     Director since 2005
          James Vandeberg       61     Director since 2005
          Frank S. Yuan         56     Chairman of the Board since 2005
                                       Chief Executive Officer since 2005

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

         The following sets forth certain  biographical  information  concerning
each director:

Charles Rice. Charles Rice, Senior  International and Domestic buyer, is retired
from Sears Roebuck and

                                       22



Montgomery Ward. His 30 plus years of buying  experience,  reputation,  contacts
and product sourcing knowledge bring the Company 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.

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. Currently,  Mrs. Shamaley is a franchise partner of a full service Italian
restaurant  chain called "Johnny  Carino's  Country  Italian," for 25 locations.
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.

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  Secretary  experience  to the  Company.  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.

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 the Company, Mr. Yuan founded  multi-million dollars of business in men's
apparel private label & wholesale company, a "Knights of Round Table" sportswear
line, a "Uniform Code" sweater line, and men's clothing retail store chain.  Mr.
Yuan also founded UNI-Fortune, a real-estate development company, and co-founded
United National Bank, Evertrust Bank, Western Cities Title Insurance Company and
Serv-American  National  Title  Insurance.  Mr. Yuan  received a B.A.  degree in
economics  from Fu-Jen  Catholic  University in Taiwan and a M.B.A.  degree from
Utah State University. Mr. Yuan was a director of C-ME since 1996.

ITEM 6.  EXECUTIVE COMPENSATION.

The Company did not make any  compensation  payments to any  executive  officers
during the  11-months  ended May 31, 2005.  The  following  table sets forth the
compensation C-ME paid to each executive officer and all executive officers as a
group,  for the 11  months  ended  May 31,  2005.  No other  executive  officers
received  more than  $100,000 in the 11 months ended May 31,  2005.  The Company
does not  currently  have a long-term  compensation  plan and does not grant any
long-term  compensation to its executive  officers or employees.  The table does
not reflect certain personal benefits,  which in the aggregate are less than ten
percent of the named executive officer's salary and bonus. No other compensation
was granted for the period ended May 31, 2005.

                                       23



SUMMARY COMPENSATION TABLE



                                                                   Long Term Compensation
                                                                   -----------------------------------------
                          Annual Compensation                      Awards                       Payouts
--------------------------------------------------------------------------------------------------------------------------
                                                                                  Securities
Name                                                  Other        Restricted     Underlying
and                                                   Annual       Stock          Options/      LTIP         All Other
Principal                                             Compensation Award(s)       SARs (#) (1)  Payouts ($)  Compensation
Position         Year     Salary ($)     Bonus ($)    ($)          ($)                                       ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                    
Yuan, Frank      2005     $137,500           N/A      $0            $42,943(2)        N/A           N/A      $0
(CEO)            2004     $150,000           N/A      $0                N/A         185,000         N/A      $0
                 2003     $150,000           N/A      $0                N/A          5,000          N/A      $0
                 2002     $150,000           N/A      $0                N/A          5,000          N/A      $0
--------------------------------------------------------------------------------------------------------------------------


     (1)  Consists of grants of stock options under C-ME's 1996,  1999, and 2001
          Stock Option Plans. All the stock options were cancelled during fiscal
          2005.

     (2)  Consists of value of stock bonus.

The Company has not granted any stock options.

COMPENSATION OF DIRECTORS

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

C-Me  compensated  its  directors  with  stock  options  for  their  service  as
directors.  Prior stock options  granted and vested under C-ME's 1996,  1999 and
2001 Stock  Option Plans were  cancelled  during  fiscal 2005.  The value of the
Stock Bonus issued to the directors of C-ME effective May 31, 2005  approximated
$93,000.

In order to provide  incentive  compensation for ASAP's employees and directors,
ASAP intends to adopt a stock option plan for employees and members of the Board
of Directors.  There will be 2,000,000  shares of common stock of ASAP available
for grant pursuant to such plan.  There are no current plans for the issuance of
stock options.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ASAP has an $800,000  revolving line of credit from Frank Yuan, the Chairman and
Chief  Executive  Officer of the Company (the "Yuan Line of  Credit").  The Yuan
Line of Credit bears  interest at 8% per

                                       24



annum and  expires on  September  1, 2006.  The balance of the line of credit on
August 31, 2005 is $554,179.

ITEM 8. DESCRIPTION OF SECURITIES.

The Company has 45,000,000  shares of common stock, par value $.001,  authorized
of which  8,626,480 are issued and  outstanding.  The holders of common stock do
not have preemptive rights or cumulative voting rights.  There are no provisions
in the Articles of Incorporation or bylaws that would delay,  defer or prevent a
change in control.

PART II

ITEM 1. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
RELATED STOCKHOLDER MATTERS.

There is no public trading market for the Company's common stock.  There are 201
shareholders of record of Company common stock who will receive shares of common
stock of the  Company in the  Distribution.  The  Company  does not have a stock
option plan.

ITEM 2. LEGAL PROCEEDINGS.


The Company filed a lawsuit  against  Maureen  Storch  ("Storch"),  Katherine Li
("Li"),  Cherry Wang ("Wang") and Global Nexus,  Inc., a California  Corporation
("Global"),  (collectively  the four defendants  referred to as "Defendants") in
the Superior Court of the State of California, County of Los Angeles on November
23, 2005. The claims by the Company  against  Storch,  Li, Wang and Global arose
out of certain activities  undertaken by them as consultants or employees of the
Company.  The Company  alleges,  among other things,  that Defendants  failed to
fulfill their contractual obligations and breached their fiduciary duties to the
Company for a number of reasons,  including by breach of contract,  interference
with  contract,   interference  with  prospective  economic  advantage,   unfair
competition   and   misappropriation   of  trade  secrets.   The  Company  seeks
compensatory damages and injunctive relief.

In  response  to  the  lawsuit  filed  by  the  Company,   Defendants   filed  a
Cross-Complaint  against the Company and Frank Yuan  individually on January 20,
2006 alleging  breach of written  contract,  breach of implied  covenant of good
faith  and  fair  dealing,  fraud  and  deceit,   rescission,   libel,  slander,
intentional   interference  with  prospective  economic  advantage,  and  unfair
competition.  Defendants seek  compensatory  and punitive damages and injunctive
relief.

The Company intends to pursue its Complaint for damages  against  Defendants and
to vigorously  defend the  Cross-Complaint  brought by  Defendants.  The Company
believes that it has no  obligations  to make any payments to Defendants and has
meritorious defenses to all of Defendants' allegations.  However, if the Company
does  not  prevail  and  the  Court  awards  any  significant  damage  award  to
Defendants, this would have a material adverse effect upon the Company.


ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

8,626,480  shares of Company common stock were issued to shareholders of C-ME as
part of the  reorganization  of C-ME and  were  part of the

                                       25



Distribution.  This issuance was exempt from registration under Section 4 (2) of
the  Securities Act of 1933 as a transaction by an issuer not involving a public
offering.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of  Incorporation  of the Company  provide for  indemnification  of
directors.

                                       26



PART F/S

                                 ASAP SHOW, INC.

Reports of Independent Registered Public Accounting Firms                  27-28

Financial Statements:

Balance Sheet as of May 31, 2005                                             29

Statements of Operations for the eleven-month
period ended May 31, 2005 and the year ended June 30, 2004                   30

Statements of Shareholders' Deficit for the eleven-month period ended
May 31, 2005 and the year ended June 30, 2004                                31

Statements of Cash Flows for the eleven-month period ended
May 31, 2005 and the year ended June 30, 2004                                32

NOTES TO FINANCIAL STATEMENTS                                                33


Interim Condensed Financial Statements:

Condensed Balance Sheet as of August 31, 2005                                49

Condensed Statements of Operations for the three-month
periods ended August 31, 2005 and 2004                                       50

Condensed Statements of Cash Flows for the three-month periods ended
August 31, 2005 and 2004                                                     51

NOTES TO CONDENSED FINANCIAL STATEMENTS                                      52

                                       27



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS
ASAP SHOW, INC.

We have  audited  the  accompanying  balance  sheet  of  ASAP  SHOW,  INC.  (the
"Company")  as of May  31,  2005,  and the  related  statements  of  operations,
shareholders'  deficit,  and cash flows for the eleven-month  period 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  standards  of the Public  Company
Accounting 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.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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 SHOW, INC. as of May 31,
2005, and the results of its operations and its cash flows for the  eleven-month
period then ended in conformity with accounting principles generally accepted in
the United States of America.

                        /S/ CORBIN & COMPANY, LLP
                        IRVINE, CA
                        SEPTEMBER 9, 2005

                                       28



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
ASAP Show, Inc.

We have audited the accompanying statements of operations, shareholders' deficit
and  cash  flows of ASAP  Show,  Inc.,  formerly  operating  as Cyber  Merchants
Exchange,  Inc.  (the  "Company"),  for the  year  ended  June 30,  2004.  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 the standards of the Public  Company
Accounting 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 results of operations  and cash flows of ASAP Show,
Inc. for the year ended June 30, 2004 in conformity with  accounting  principles
generally accepted in the United States of America.

In  connection  with  the  reorganization  of  Cyber  Merchants  Exchange,  Inc.
("Cyber") and the reverse spin-off accounting described in Note 2, the effect of
the difference  between the par value of the Company's common stock (see Note 1)
and Cyber's no-par common stock has been retroactively  reflected as of June 30,
2003 in the accompanying  statements of shareholders'  deficit.  Such adjustment
did not have any effect on the June 30, 2003 or 2004 total shareholders' deficit
previously reported by Cyber.

/s/ Squar, Milner, Reehl & Williamson, LLP

Newport Beach, California

September 3, 2004  (except for Notes 2 and 6, the "Change in Par Value"  section
of Note 1, and the  fourth  paragraph  of this  report,  as to which the date is
August 25, 2005)

                                       29



                                 ASAP SHOW, INC.
                                  BALANCE SHEET
                                  MAY 31, 2005

ASSETS

Current assets:
   Cash                                                            $     69,866
   Accounts receivable                                                  100,893
   Prepaid expenses                                                      64,754
                                                                   ------------
Total current assets                                                    235,513

   Other assets                                                          11,368
                                                                   ------------

Total assets                                                       $    246,881
                                                                   ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                           $    421,480
   Deferred revenue                                                     186,993
   Loan payable                                                         100,000
   Line-of-credit and interest payable to shareholder                   407,623
                                                                   ------------
   Total current liabilities                                          1,116,096
                                                                   ------------

Commitments and contingencies

Shareholders' deficit:
  Common stock, $0.001 par value; 45,000,000 shares
     authorized; 8,626,480 shares issued and outstanding                  8,626
   Additional paid-in capital                                        13,751,375
   Accumulated deficit                                              (14,629,216)
                                                                   ------------

Total shareholders' deficit                                            (869,215)
                                                                   ------------

Total liabilities and shareholders' deficit                        $    246,881
                                                                   ============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       30



                                 ASAP SHOW, INC.
                            STATEMENTS OF OPERATIONS
   FOR THE ELEVEN-MONTH PERIOD ENDED MAY 31, 2005 AND YEAR ENDED JUNE 30, 2004


                                                      05/31/2005     06/30/2004
                                                     -----------    -----------
Revenues:
   Transaction apparel sales                         $   315,493    $ 1,352,601
   Cost of transaction sales                                  --      1,244,400
                                                     -----------    -----------
   Revenue from transaction sales                        315,493        108,201
   Tradeshow revenue                                   1,464,941      1,663,274
   Buying trip                                           259,907             --
                                                     -----------    -----------

Net Revenues                                           2,040,341      1,771,475
                                                     -----------    -----------


Operating expenses:
   Cost of transaction sales                             247,186             --
   General and administrative                          1,512,972      1,547,351
   Payroll and related benefits                          609,693        759,665
   Stock-based compensation                              133,553          6,600
   Depreciation and amortization                              --          6,902
                                                     -----------    -----------
Total operating expenses                               2,503,404      2,320,518
                                                     -----------    -----------
Loss from operations                                    (463,063)      (549,043)
                                                     -----------    -----------
Other expense (income):
   Equity in net losses in investments in
      overseas joint ventures                                 --          9,341
   Impairment write-down on investments in
       overseas joint ventures                                --        720,460
   Interest expense (income), net                         14,205         (9,081)
                                                     -----------    -----------
Total other expense                                       14,205        720,720
                                                     -----------    -----------
Loss before income taxes                                (477,268)    (1,269,763)

Income taxes                                                 800            800
                                                     -----------    -----------
Net loss                                             $  (478,068)   $(1,270,563)
                                                     ===========    ===========
Basic and diluted net loss available to common
   shareholders per share                            $     (0.06)   $     (0.17)
                                                     ===========    ===========
Weighted-average number of common shares
   outstanding  basic and diluted                      7,602,220      7,599,153
                                                     ===========    ===========

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       31



                                 ASAP SHOW, INC.
                       STATEMENTS OF SHAREHOLDERS' DEFICIT
   FOR THE ELEVEN-MONTH PERIOD ENDED MAY 31, 2005 AND YEAR ENDED JUNE 30, 2004



                               Common Stock                    Additional                       Total
                               ---------------------------     Paid-In         Accumulated      Shareholders'
                               Shares          Amount          Capital         Deficit          Deficit
                               ------------    ------------    ------------    ------------     ------------
                                                                                 
     Balance, June 30, 2003       7,599,153    $      7,599      13,612,249    $(12,880,585)    $    739,263

   Stock-based compensation

        for warrants issued              --              --           6,600              --            6,600

                   Net loss              --              --              --      (1,270,563)      (1,270,563)
                               ------------    ------------    ------------    ------------     ------------

     Balance, June 30, 2004       7,599,153           7,599      13,618,849     (14,151,148)        (524,700)

Issuance of common stock as
               compensation       1,027,327           1,027         132,526              --          133,553

                   Net loss              --              --              --        (478,068)        (478,068)
                               ------------    ------------    ------------    ------------     ------------

      Balance, May 31, 2005       8,626,480    $      8,626    $ 13,751,375    $(14,629,216)    $   (869,215)
                               ============    ============    ============    ============     ============


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       32



                                 ASAP SHOW, INC.
                            STATEMENTS OF CASH FLOWS
   FOR THE ELEVEN-MONTH PERIOD ENDED MAY 31, 2005 AND YEAR ENDED JUNE 30, 2004



                                                                    --------------------------
                                                                     05/31/05        06/30/04
                                                                    -----------    -----------
                                                                             
Cash flows from operating activities:

   Net loss                                                         $  (478,068)   $(1,270,563)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
      Depreciation and amortization                                          --          6,902
      Accrued interest                                                   12,623             --
      Equity in losses on investments in overseas joint ventures             --          9,342
      Impairment write-down on investment in overseas joint
         ventures                                                            --        720,460
      Compensation expense for warrants granted                              --          6,600
      Estimated fair value of common stock issued as compensation       133,553             --
      Changes in operating assets and liabilities:
          Accounts receivable                                           (84,831)        73,739
           Inventory                                                         --        189,364
           Prepaid expenses and other assets                             (6,333)       (32,049)
          Accounts payable and accrued expenses                         200,710        (52,357)
          Deferred revenue                                               22,248        (42,194)
                                                                    -----------    -----------
Net cash used in operating activities                                  (200,098)      (390,756)
                                                                    -----------    -----------
Cash flows from investing activities:

   Proceeds from maturity of certificates of deposit                         --        100,000
                                                                    -----------    -----------
Cash flows from financing activities:

   Proceeds from loan payable                                           100,000             --
   Proceeds from borrowings on line-of-credit from shareholder          495,000        252,000
   Repayments of borrowings on line-of-credit from shareholder         (352,000)            --
                                                                    -----------    -----------
Net cash provided by financing activities                               243,000        252,000
                                                                    -----------    -----------
Net increase (decrease) in cash                                          42,902        (38,756)

Cash, beginning of period                                                26,964         65,720
                                                                    -----------    -----------
Cash, end of period                                                 $    69,866    $    26,964
                                                                    ===========    ===========
Supplemental disclosure of cash flow information:
   Cash paid during the period:

     Interest                                                       $     3,196    $       528
                                                                    ===========    ===========
     Income taxes                                                   $       800    $       800
                                                                    ===========    ===========


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       33



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

ASAP Show,  Inc.  ("ASAP" or the  "Company") was  incorporated  in December 2004
under the laws of the State of Nevada. As summarized below and described in Note
2, Cyber Merchants Exchange, Inc. ("C-ME"), the Company's former parent, entered
into a Securities  Purchase  Agreement  ("SPA") with KI Equity  Partners II, LLC
("Keating"),  which will result in a reorganization of the Company and C-ME. The
Company will account for the reorganization as a reverse spin-off,  accordingly,
the accompanying financial statements include the historical results of C-ME.

C-ME was incorporated in July 1996 under the laws of the State of California. In
July 1999, C-ME raised  approximately  $3.2 million through its IPO. On June 30,
2000,  C-ME raised an additional  $6.3 million in a private  placement  offering
subscribed by 30 high net-worth Chinese  investors.  C-ME is currently listed on
the OTCBB under the symbol CMXG, and is a fully reporting public company.

The  Company'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 a natural
extension of the Company's core business  on-line  model.  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.  In the past  eight
years,  C-ME has created a comprehensive  base of manufacturers  from around the
world.  Through its network,  the Company believes that a significant  number of
international  manufacturers  will  exhibit at the ASAP Show twice a year in Las
Vegas, Nevada.

Effective for fiscal 2005, the Company  changed its fiscal year end from June 30
to May 31. The following table presents information for the eleven-month periods
ended May 31, 2005 and 2004:

                                         5/31/05        5/31/04
                                       ----------     ------------
                                                       (UNAUDITED)

Revenues                               $ 2,040,341    $ 1,754,826
                                       ===========    ===========
Loss from  operations                  $  (463,063)   $  (532,628)
                                       ===========    ===========
Loss before income taxes $ (477,268)                  $  (795,321)
                                       ===========    ===========

Income taxes                           $       800    $       800
                                       ===========    ===========

Net loss                               $  (478,068)   $  (796,121)
                                       ===========    ===========
Loss per share                         $     (0.06)   $     (0.10)
                                       ===========    ===========

REORGANIZATION

The shareholders have approved a reorganization of C-ME (the  "Reorganization"),
summarized as

                                       34



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

follows:

1. C-ME  entered  into an amended and  restated  Securities  Purchase  Agreement
("SPA") with KI Equity Partners II, LLC ("KI Equity") effective as of August 25,
2005;

2. C-ME issued a stock bonus to current  directors  and  employees  of 1,027,327
shares of the Company's common stock, on a post-Reverse  Split basis,  effective
May 31, 2005 (the "Stock Bonus");

3. C-ME transferred of all of the assets and liabilities (the "Transfer") to the
Company  effective May 31, 2005 pursuant to a Transfer and Assumption  Agreement
("Transfer Agreement");

4. On August 25,  2005,  C-ME  distributed  8,626,480  shares of common stock of
ASAP, representing all of the outstanding shares of ASAP, to C-ME's shareholders
of record on August 18, 2005 on a pro rata basis (the "Distribution"); and

5. C-ME issued  7,104,160  shares of common stock to KI Equity for $415,000 (the
"Investment"),  which will be used to satisfy  liabilities  that were assumed by
the Company in connection with the Transfer.

See Note 2 for further details of the Reorganization

CHANGE IN PAR VALUE

In connection with the reorganization of the Company (see Note 2), the beginning
balances  presented in the  accompanying  statements  of  shareholders'  deficit
reflect a change in par value  from  those  previously  reported.  Such  changes
reflect the par value of the Company's  common stock.  Accordingly,  the Company
reduced the previously  reported  common stock amount by $9,987,788 to $7,599 to
properly  reflect  the par  value  and  recorded  a  corresponding  increase  of
additional paid in capital of $9,987,788 to $13,612,249.

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.  Among the more significant  estimates included in
these financial  statements are the estimated  allowance for doubtful  accounts,
valuation of stock based  compensation and the valuation  allowance for deferred
income tax assets. Actual results could differ from those estimates.

RISKS AND UNCERTAINTIES

The Company  operates  in a highly  competitive  trade show and  high-technology
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.

At August 31,  2005,  the Company  has an  accumulated  deficit of  $14,629,216,
negative  working  capital  of  $880,583  and a lack of  profitable  operational
history.  The Company hopes to continue to increase  revenues from the continued
growth of their ASAP Show. In the absence of  significant  increases in

                                       35


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Management believes that the Company will require approximately $220,000 in cash
to  fund   operations  for  the  fiscal  year  ending  May  31,  2006  based  on
approximately  $200,000  cash used in operating  activities  for the fiscal year
ended May 31, 2005. Management believes it can reduce cash needs for fiscal 2006
to $220,000 based upon expense  reductions and increased revenue from tradeshows
and buying  trips.  Management  intends to fund the  $220,000  with  anticipated
increased revenues from the buying trips and Material World,  unused portions of
the line-of-credit from shareholder,  additional  shareholder loans, third party
loans,  and  unregistered  sales of the  Company's  restricted  common  stock to
investors.  As discussed in Note 5, the Company had $295,000 available to borrow
under the line-of-credit from shareholder as of September 15, 2005.

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  fiscal  2005 or 2004 nor
accounts receivable concentrations at May 31, 2005.

INVESTMENTS IN OVERSEAS JOINT VENTURES

Investments  in overseas  joint  ventures  were  accounted  for under the equity
method  (see Note 4).  All such  investment  balances  were fully  impaired  and
written off during fiscal 2004.

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 was fully depreciated at June 30, 2004.

REVENUE RECOGNITION

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin

                                       36



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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." The Company  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  2005,  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.  However,  during 2004,  the Company  acted as an agent for such
transactions which are presented on a net basis in accordance with EITF 99-19.

For financial  reporting  purposes,  in 2004 the Company presents the details of
gross  transaction  sales  and  related  costs  of  sales  in  the  accompanying
statements of operations.

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.

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 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 buying trips to China in May and to Southeast Asia countries in November
each year.

Material World
--------------

The Company shares  Material  World's  foreign  exhibitors'  net exhibitors fees
income  which  are  derived  through  Company  introduction  (we do not share in
losses,  if any).  Material  World's net revenue is recognized in the accounting
period in which the event is conducted.  Material World conducts two trade shows
per year, i.e. April and September.

Subscription Fees
-----------------

The Company also recognizes revenue from monthly  subscription fees.  Subscriber
fees represent revenue generated through one-time, non-refundable setup fees and
monthly  hosting  fees.  Subscription  and

                                       37


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

subscriber fees are recognized as revenue after the services have been provided.
Subscription fees were insignificant for fiscal 2005 and 2004.

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.

STOCK-BASED COMPENSATION

At May 31,  2005,  C-ME has  cancelled  each of its three  stock-based  employee
compensation  plans (see Note 2).  During the fiscal  periods ended May 31, 2005
and June 30, 2004, no stock option-based  compensation expense was recognized in
the accompanying  statements of operations for options issued to employees below
market  value  pursuant  to APB No.  25. No other  stock  option-based  employee
compensation cost is reflected in the 2005 and 2004  consolidated  statements of
operations,  as all other options granted in 2005 and 2004 under those plans had
exercise  prices  equal to or greater  than the market  value of the  underlying
common stock on the dates of grant.

The  following  table  illustrates  the effect on net loss and loss per share if
C-ME had  applied  the fair  value  recognition  provisions  of SFAS No.  123 to
stock-based employee compensation:

                                               Eleven Month
                                               Period ended     Year ended
                                                 05/31/05        06/30/04
                                               -----------     -----------
Net loss, as reported                          $  (478,068)    $(1,270,563)
    Deduct: total stock-based employee
    compensation expense determined under
    fair value based method for all awards         (67,000)        (57,000)
                                               -----------     -----------
    Pro-forma net loss                         $  (545,068)    $(1,327,563)
                                               ===========     ===========
Basic and diluted net loss per share:

    As reported                                $     (0.06)    $     (0.17)
                                               ===========     ===========

    Pro-forma                                  $     (0.07)    $     (0.18)
                                               ===========     ===========

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

                                       38



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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
(totaling  zero  and  575,500  shares  at  May  31,  2005  and  June  30,  2004,
respectively,  based on the  Treasury  Stock  method).  Because  the Company has
incurred net losses, basic and diluted loss 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, loan
payable and the  line-of-credit  from shareholder  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.  Advertising expenses were approximately  $154,900 and
$79,000  for fiscal 2005 and 2004,  respectively.  The  advertisement  costs are
primarily to promote ASAP Global  Sourcing Show  awareness and to attract buyers
to attend the show.

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 9).

ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS

EITF No.  00-2,  "Accounting  for Web Site  Development  Costs"  states that for
specific web site  development  costs,  the  accounting for such costs should be
accounted for under Statement of Position 98-1 ("SOP 98-1"), "Accounting for the
Costs of Computer  Software  Developed or Obtained  for Internal  Use." Web site
maintenance  costs  incurred  and  expensed  under  general  and  administrative
expenses in the accompanying  statements of operations were insignificant to the
Company for the periods ended May 31, 2005 and June 30, 2004.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004),  "Share-Based  Payment"  ("Statement 123(R)") to provide
investors and other users of financial statements with more complete and neutral
financial  information  by  requiring  that the  compensation  cost  relating to
share-based payment transaction be recognized in financial statements.  The cost
will be measured based on the fair value of the equity or liability  instruments
issued.  Statement  123(R)  covers  a wide  range  of  share-based  compensation
arrangements including share options, restricted share plans,  performance-based
awards, share appreciation rights, and employee share purchase plans.  Statement
123(R)  replaces  SFAS  No.123,  and  supercedes  APB No. 25.  SFAS  No.123,  as
originally issued in 1995,  established a fair-value-based  method of accounting
for  share-based  payment  transactions  with

                                       39


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

employees.  However,  that Statement permitted entities the option of continuing
to apply the  guidance  in APB No.  25, as long as the  footnotes  to  financial
statements  disclosed  what  net  income  would  have  been  had the  preferable
fair-value-based  method been used.  Public entities (other than those filing as
small  business  issuers) will be required to apply  Statement  123(R) as of the
first interim  period for the fiscal year ending May 31, 2007. The Company is in
the  process of  evaluating  whether  the  adoption  of SFAS  123(R) will have a
significant  impact on the Company's  overall results of operations or financial
position.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  Of  Nonmonetary
Assets,  An  Amendment  of  APB  Opinion  No.  29,  ACCOUNTING  FOR  NONMONETARY
TRANSACTIONS."  APB  No.  29  is  based  on  the  principle  that  exchanges  of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle.  This statement amends APB No. 29 to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets and  replaces  it with a
general  exception  for the  exchanges  of  nonmonetary  assets that do not have
commercial  substance,  that is, if the future  cash flows of the entity are not
expected to change significantly as a result of the exchange.  The provisions of
this statement are effective for nonmonetary asset exchanges occurring in fiscal
periods  beginning after June 15, 2005. We anticipate that SFAS No. 153 will not
have a material impact on our financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  For Certain  Financial
Instruments With  Characteristics  of Both Liabilities and Equity." SFAS No. 150
established  standards  for  how  a  company  classifies  and  measures  certain
financial  instruments with  characteristics of both liabilities and equity, and
is effective for public  companies as follows:  (i) in November  2003,  the FASB
issued FASB issued FASB Staff Position  ("FSP") FAS 150-03 ("FSP 150-3"),  which
defers indefinitely (a) the measurement and classification  guidance of SFAS No.
150 for all manditorily redeemable  non-controlling  interest in (and issued by)
limited-life subsidiaries, and (b) SFAS No. 150's measurement guidance for other
types of manditorily redeemable  non-controlling  interests,  provided they were
created before November 5, 2003; (ii) for financial  instruments entered into or
modified after May 31, 2003, that are outside the scope of FSP 150-3:  and (iii)
otherwise, at the beginning of the first interim period beginning after June 15,
2003. The Company adopted SFAS No. 150 on the  aforementioned  effective  dates.
The  adoption  of this  pronouncement  did not  have a  material  impact  on the
Company's results of operations or financial condition.

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 - REORGANIZATION

Securities Purchase Agreement
-----------------------------

On November 19, 2004 C-ME entered into the SPA with Keating Reverse Merger Fund,
LLC ("KRM  Fund") and Frank Yuan,  the  current  Chairman of the Board and Chief
Executive  Officer of C-ME ("Yuan")  providing for the investment by KRM Fund of
$425,000 (the  "Investment")  in C-ME in exchange for 7,000,000 shares of C-ME's
common  stock.  The SPA was amended and restated  effective  August 25, 2005 to,
among other  things,  change the  Investment  to $415,000,  change the number of
shares to be purchased to 7,104,160,  and substitute KI Equity for KRM Fund. The
Investment by KI Equity will be used satisfy certain  liabilities assumed by the
Company with any remaining  funds being used to provide the Company with working
capital  to grow its  trade  show  business.  The  Reorganization  will

                                       40



NOTE 2 - REORGANIZATION (CONTINUED)

allow the  shareholders  of C-ME to  participate in the growth of the trade show
business through the spin-off of the Company,  which owns and operates the trade
show business  (see below).  Following  the  Reorganization  and spin off of the
Company,  C-ME  will be  majority  owned by KI Equity  and will seek a  business
combination with an operating company.

Stock Bonus
-----------

C-ME issued  1,027,327  shares to certain key employees and directors  effective
May 31,  2005.  The Stock Bonus was not  subject to  shareholder  approval.  The
individuals  receiving  the Stock Bonus  previously  had stock  options in C-ME,
which were cancelled as part of the Stock Bonus and Reorganization. In addition,
C-ME terminated all of its stock option plans, and all outstanding stock options
were cancelled. In addition, the employees have not received any significant pay
increases  in recent  years.  Directors  of C-ME have  never  been paid fees for
services  on the Board.  The intent of the  issuance  of the Stock  Bonus was to
partially  compensate these individuals for their  significant  contributions to
C-ME since  employees  did not receive any  significant  pay increases in recent
years and outside directors were never paid for services on the Board.

Asap Show, Inc.
---------------

C-ME formed ASAP on December 1, 2004 as a wholly owned subsidiary.  The officers
and directors of the Company are the same as the officers and directors of C-ME.

Since the Transfer, ASAP continued to focus on operating the trade show business
previously  operated  by  C-ME.  The  Investment  contemplated  as  part  of the
Reorganization  will be used to pay the liabilities of C-ME that were assumed by
ASAP under the Transfer Agreement.  ASAP will continue to operate its trade show
twice a year in Las Vegas, four shows in China, and manage Material World Global
Pavilion in Miami, FL and New York. As part of the Transfer Agreement,  ASAP has
assumed a  revolving  $800,000  line of credit from Frank Yuan and his wife (the
"Yuan Line of Credit").  Frank Yuan and his wife  consented to the assumption of
the Yuan Line of Credit and released  the Company  from any and all  liabilities
thereunder.  The Yuan Line of Credit has an outstanding balance as of August 31,
2005 of $554,179, including accrued interest of $9,179, bears interest at 8% per
annum,  and expires in September 2006. With the payment of liabilities  with the
Investment,  the expected cash flow  generated from the trade shows and the Yuan
Line of Credit, ASAP believes it will have sufficient cash resources to grow its
business and meet the liabilities and obligations with respect to its operations
through at least September 30, 2006

As a  further  condition  of the  Investment,  C-ME  and ASAP  entered  into the
Transfer Agreement effective May 31, 2005 whereby all of the assets of C-ME were
transferred  to ASAP and all  liabilities,  obligations  and  contracts  of C-ME
(known and  unknown,  fixed or  contingent  or  otherwise)  were assumed by ASAP
("Assumed  Liabilities").  In exchange  C-ME received  8,626,480  shares of ASAP
common  stock.  ASAP and Frank  Yuan  have  agreed  to  indemnify  and hold C-ME
harmless  from any loss,  costs or damages  incurred by C-ME with respect to the
Assumed Liabilities ("Indemnity Claims"). As a condition of the Investment, C-ME
must have no  liabilities,  obligations,  debts,  contracts or agreements of any
kind or nature.

Distribution
------------

On August 25, 2005, C-ME  distributed  the 8,626,480  shares of ASAP to the U.S.
Stock Transfer Corporation as depository agent for ASAP's shareholders. The ASAP
shares are held by the

                                       41


NOTE 2 - REORGANIZATION (CONTINUED)

depository agent until such time as this Form 10-SB has become effective.

At that time, the certificates representing ASAP shares will be disbursed by the
depository  agent to ASAP's  shareholders.  Following  disbursement  of the ASAP
shares,  ASAP intends to make available  information that will allow a broker to
file a Form  15c2-11 to post a  quotation  and  obtain a trading  symbol for the
shares  of  ASAP  on the  OTCBB.  The  ASAP  shares  distributed  as part of the
Distribution will be freely tradable, subject to certain restrictions applicable
to insiders and affiliates, once the Form 10-SB has become effective.

The distribution will be taxable to the shareholders.

Investment
----------

The closing of the transactions  contemplated by the SPA and the Investment will
occur  after the  Distribution.  Pursuant  to the  Investment,  C-ME will  issue
7,104,160 shares of common stock to KI Equity for $415,000.  The proceeds of the
Investment will be used to satisfy liabilities that were assumed by ASAP as part
of the Transfer and any other  liabilities of C-ME, which will be applied to all
third party  liabilities  which existed at May 31, 2005 and any remaining  funds
being  transferred  to ASAP,  less $50,000 which C-ME will hold in reserve for a
period of six months  following  the closing of the SPA to satisfy any Indemnity
Claims.

Accounting Treatment
--------------------

The  Company  will  account  for the  Reorganization  as a  reverse  spinoff  in
accordance  with the  Emerging  Issues  Task  Force  Issue No.  ("EITF")  02-11,
"ACCOUNTING  FOR REVERSE  SPINOFFS."  In a reverse  spinoff,  the legal  spinnee
(ASAP) is treated as though it were the spinnor for accounting purposes. Reverse
spinoff  accounting is  appropriate as the treatment of the legal spinnee as the
accounting  spinnor  results in the most accurate  depiction of the substance of
the transaction for shareholders  and other users of the financials  statements.
Under this treatment, the historical financial statements of the Company will be
the historical  financial  statements of ASAP. In making its determination,  the
Company considered the following indicators, among others:

     o    the  accounting  spinnor  (legal  spinnee,  ASAP) is  larger  than the
          accounting spinnee (legal spinnor, C-ME);

     o    the fair value of the accounting  spinnor  (legal  spinnee) is greater
          than that of the accounting spinnee (legal spinnor);

     o    the accounting  spinnor (legal spinnee) retains the senior  management
          of the formerly combined entity; and

     o    the accounting spinnor (legal spinnee) retains senior management.

NOTE 3 - AGREEMENT WITH CIT

On October 19, 2000,  C-ME and CIT Commercial  Services  ("CIT")  entered into a
factoring agreement.  Under the agreement, C-ME sells and assigns to CIT certain
accounts receivable, as defined, arising from transaction sales. CIT assumes the
credit risk on a  non-recourse  basis on each account  approved.  For each sales
transaction  assigned to CIT for  collection,  CIT charges  1.5% of the assigned
invoice value as their  factoring  fee. The amount of factoring fees incurred by
C-ME during fiscal 2005 and 2004 were insignificant.  CIT and C-ME cancelled the
factoring and commission agreement by mutual consent and

                                       42



NOTE 3 - AGREEMENT WITH CIT (CONTINUED)

released  each  other's   responsibilities  and  liabilities  thereunder.   ASAP
management will enter a similar factoring and commission agreement with CIT when
ASAP has more resources ready to promote this GFP business.

NOTE 4 - INVESTMENTS IN OVERSEAS JOINT VENTURES

On December 22, 1999,  C-ME entered into an agreement to form a joint venture in
Taiwan named C-ME  Technology Co., Ltd. ("C-ME Taiwan") to facilitate the buying
and selling activities between U.S.-based  retailers and Taiwan-based  exporters
through C-ME 's web-based  communication  system.  C-ME invested $300,000 (which
was used to  purchase  software  back from the  Company,  see  below)  for a 30%
interest in February  2000 and  accounts  for this  investment  under the equity
method.  C-ME invested an additional  $200,000 for an additional 10% interest in
May 2001. For the year ended June 30, 2004,  C-ME  recognized an investment loss
in the  accompanying  statements  of  operations  from  this  joint  venture  of
approximately $4,000, based on C-ME's equity ownership percentage.

On  March  25,  2000,   C-ME  entered  into  an  agreement   with  Good  Support
International Limited, a British

Virgin Islands Company,  to form a joint venture named Global Purchasing Dotcom,
Inc. ("GP.com"), a Washington corporation, which focused on implementing several
targeted  businesses in China's e-commerce market. C-ME invested $400,000 during
the fiscal year ended June 30, 2000  (which was used to purchase  software  back
from C-ME (see  below)).  During the  fiscal  year  ended  June 30,  2001,  C-ME
invested an  additional  $600,000 for a total  interest of 50% and accounted for
this investment  under the equity method,  as it has no ability to significantly
influence the decisions of  management.  For the year ended June 30, 2004,  C-ME
recognized an investment loss in the accompanying  statements of operations from
this joint venture of $5,000, based on C-ME 's equity ownership percentage.

C-ME invested in the joint ventures with proceeds  received from the sale of its
Internet Sourcing Network ("ISN") software to the respective joint ventures. The
revenue  from the  software  sold  was  amortized  over a  3-year  straight-line
amortization  method and offset by negative  goodwill.  These two joint ventures
had net losses since  inception  and were formed during the Internet boom with a
business model to attract paid  subscribers to join C-ME 's ISN services.  Since
C-ME 's core business model changed from attracting paid subscribers for its ISN
services to organizing  trade shows and transaction  sales, it was determined by
the management  that the investment  was  permanently  impaired and as a result,
C-ME has written off such investments in full, totaling  approximately  $720,000
for the year ended June 30, 2004.

During  fiscal  years 2002 and 2003,  C-ME entered  into  agreements  with third
parties to form joint ventures in Bangladesh,  Korea,  Hong Kong,  Indonesia and
Sri Lanka named C-ME Bangladesh,  C-ME Korea, C-ME Hong Kong, C-ME Indonesia and
C-ME Sri Lanka, respectively, in which all will use C-ME's proprietary web-based
communication systems to facilitate the front end merchandise sourcing.  C-ME is
not  required to invest  money into the joint  ventures.  Per the joint  venture
agreements, C-ME is to provide its technology and all costs to operate the joint
ventures are to be funded by the third party joint venture partners. Profits are
first to be  distributed  to the joint venture  partners until the joint venture
partners are reimbursed for all costs paid by the third parties on behalf of the
joint  ventures,  then all  profits  will be  allocated  on a 50%  basis to each
partner.  As of May 31 2005, the joint ventures are not operational.  Certain of
employees  of the joint  ventures  are  promoting  the ASAP Show as  independent
contractors. The joint ventures have ceased operations with no further liability
for C-ME. ASAP has no potential future exposure from the joint ventures.

As of and for the year ended June 30, 2004, the  investment in respective  joint
ventures are summarized as follows:

                                       43



NOTE 4 - INVESTMENTS IN OVERSEAS JOINT VENTURES (CONTINUED)

                                   C-ME Taiwan      GP.com         Total
-------------------------------------------------------------------------
Net investment at July 1, 2003      $ 129,729     $ 600,072     $ 729,801

Equity in loss of joint ventures       (4,298)       (5,043)       (9,341)
Impairment  write-down  in joint
   ventures                          (125,431)     (595,029)     (720,460)
                                    ---------     ---------     ---------
Net investment at June 30, 2004     $      --     $      --     $      --
                                    =========     =========     =========

NOTE 5 - LINE-OF-CREDIT FROM STOCKHOLDER AND LOAN PAYABLE

In February 2005, the Company  borrowed  $100,000 for working  capital  purposes
from a related party. The note was non-interest  bearing and was paid in full in
June 2005.

The Company has an unsecured  revolving  line-of-credit  (the "Line") from Frank
Yuan,  the  Company's  Chief  Executive   Officer  and  a  significant   Company
shareholder,  and his spouse,  Vicky Yuan,  which expires in September  2006 and
provides  for  borrowings  up to a maximum  of  $800,000.  The Line  carries  an
interest  rate of 8.0% per annum.  The balance as of May 31, 2005 was  $395,000,
with accrued and unpaid  interest of $12,623.  The balance as of August 31, 2005
was $554,179, including accrued interest of $9,179.

NOTE 6 - INCOME TAXES

Income tax  expense  for the period  ended May 31,  2005 and year ended June 30,
2004 differed from the amounts  computed by applying the U.S. Federal income tax
rate of 34 percent to the loss before income taxes as a result of the following:

                                                     2005         2004
                                                  ---------   -----------
Computed "expected" tax benefit                   $(162,000)  $  (432,000)

Adjustment in income taxes resulting from:
    Tax attributes of C-ME not retained
    By the Company                                  162,800       432,800
                                                  ---------   -----------
                                                  $     800   $       800
                                                  =========   ===========

In connection with the Reorganization,  the tax attributes  associated with C-Me
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 7 - SHAREHOLDERS' DEFICIT

Common Stock
------------

                                       44



NOTE 7 - SHAREHOLDERS' DEFICIT (CONTINUED)

As  described in Note 2, in May 2005,  C-ME  declared a Stock Bonus of 1,027,327
shares of

common stock to certain key employees  and directors of C-ME,  which were valued
at $133,553  (based on the closing price of C-ME's common stock on the effective
date of grant).  The Stock Bonus was issued to the  employees  and  directors on
July 7, 2005, effective May 31, 2005.

Options
-------

C-ME  previously  compensated its directors and employees with stock options for
their services.  In connection with the  Reorganization  (see Note 2), effective
May 31, 2005, C-ME has cancelled all stock options by mutual  agreement with the
holders  thereof  and  terminated  all of its stock  option  plans.  In order to
provide incentive compensation for these directors and employees,  following the
Distribution, ASAP will adopt a new stock option plan, which will have 2,000,000
shares of common stock of ASAP available for grant

C-ME's 1996 Stock Option Plan (the "1996  Plan")  provided for granting of stock
options to employees  and  non-employee  directors.  C-ME had  reserved  250,000
shares  of  common  stock  for  issuance  under  the 1996  Plan.  The  terms and
conditions of grants of stock options are  determined by the Board of Directors.
Generally, one-half of the granted options were exercisable after the employee's
first year of employment.  The remaining  options were exercisable after the end
of the  employee's  third year of  employment.  The options  granted  would have
expired within three months after the termination of employment.

C-ME's 1999 stock option plan (the "1999  Plan")  provided for granting of stock
options to  employees,  officers,  directors,  and other  entities who have made
contributions  to C-ME. C-ME had reserved  2,500,000  shares of common stock for
issuance  under the 1999 Plan.  The Board of Directors  determined the terms and
conditions of granting  stock  options.  Generally,  the vesting  period was two
years,  allocated as follows:  the first 25% of options  granted are exercisable
after the first six  months of  employment,  then  4.16% are  vested  each month
thereafter until fully vested. The 1999 Plan provided for the useful life of the
options  granted to be 10 years  starting  from the date of grant.  The  options
granted  would  have  expired  within  three  months  after the  termination  of
employment.

C-ME's 2001 stock option plan ("2001 Plan") provided for grants of stock options
to employees, officers, director, and other entities who have made contributions
to C-ME. C-ME had reserved  2,000,000  shares of common stock for issuance under
the 2001 Plan.  The Board of Directors  determined  the terms and conditions for
granting stock options.  Generally,  the vesting period was two years, allocated
as follows: the first 25% of options granted are exercisable after the first six
months of employment,  then 4.16% are vested each month  thereafter  until fully
vested.  The 2001 Plan provided for the useful life of the options granted to be
10 years starting from the date of grant. The options granted would have expired
within three months after the termination of employment.

For the year ended  June 30,  2004,  C-ME,  pursuant  to the 1999 plan,  granted
options to purchase an aggregate of 290,000  shares of restricted  common stock,
at an exercise  price of $0.20 per share,  and  weighted  average  fair value of
$0.20 per share,  (estimated to be in excess of the fair market value of C-ME 's
common stock on the date of grant),  to various  employees of C-ME.  The options
would have vested through September 2005 and were exercisable  through September
2013. In addition,  C-ME, pursuant to the 2001 plan, granted options to purchase
an aggregate  330,000  shares of  restricted  common stock,  at exercise  prices
ranging from $0.20 to $0.51 per share, with a weighted average exercise price of
$0.23 and weighted average fair value of $0.23, (estimated to be the fair market
value of C-ME's  common  stock on the dates of grant),  to various  employees of
C-ME. The options would have vested through  September 2005 and were exercisable
through September 2013.

                                       45



NOTE 7 - SHAREHOLDERS' DEFICIT (CONTINUED)

No  compensation  expense was  recorded  during  fiscal 2005 and 2004 related to
stock option activity.

A summary of changes in stock options during each period is presented below:

                                            Weighted Average
                            Stock Options    Exercise Price
                            ---------------------------------
Balance, July 1, 2003         1,581,885           $3.14
Options granted                 620,000            0.43
Options cancelled               (81,420)           1.60
                             ----------           -----

Balance, June 30, 2004        2,120,465            2.35

Options granted                      --              --
Options cancelled            (2,120,465)           2.35
                             ----------           -----

Balance, May 31, 2005                --              --
                             ==========           =====

Exercisable, June 30, 2004    1,930,467           $2.56
                             ==========           =====

The weighted  average fair value of the stock  options  granted  during the year
ended June 30, 2004 was  approximately  $0.21 per share as determined  using the
Black  Scholes  option-pricing  model.  The  pricing  assumptions  used  were as
follows:

                                        YEAR ENDED
                                      JUNE 30, 2004

Discount rate - bond yield rate            3.50%

Volatility                                  291%

Expected life                            3 years

Expected dividend yield                       --

Warrants
--------

On May 25, 2000, C-ME entered into a joint  marketing and cooperation  agreement
with Factory 2-U. As a part of the agreement, C-ME granted Factory 2-U a warrant
that  allowed  Factory 2-U to  purchase up to 10% of the issued and  outstanding
shares of C-ME's common stock  immediately after its June 2000 private placement
at the same price at which the shares  were sold in the private  placement.  The
maximum  shares  Factory 2-U could  purchase  were 838,119  shares at $4.878 per
share.  In accordance  with SFAS No. 123, C-ME recognized an expense of $684,738
in fiscal 2000 for the granting of this warrant. The warrant expired unexercised
on May 25, 2005.

                                       46



NOTE 7 - SHAREHOLDERS' DEFICIT (CONTINUED)

In April  2003,  C-ME issued a Private  Placement  Memorandum  ("PPM")  offering
qualified  investors 8%  convertible  preferred  shares  ("Shares") and warrants
("Warrants"),  collectively  the "Units",  in exchange for a cash  investment in
C-ME for an  aggregate of  $1,250,000.  C-ME offered 125 Units priced at $10,000
per Unit.  Each Unit  consists of 20,000  shares of  preferred  stock with an 8%
annual dividend and 5,000 Warrants, to purchase common stock at $0.50 per share,
immediately  exercisable  for a term  of  five  years.  This  convertible  stock
offering did not have any  commitments or investments as of May 31, 2005 and was
closed effective May 31, 2005. C-ME entered into an agreement with C.K. Cooper &
Company ("CKCC"), a NYSD member investment banker based in Irvine, California as
its placement  agent and financial  consultant  for the PPM. As of May 31, 2005,
C-ME  issued a total of 30,000  warrants  exercisable  at $0.28 and the  related
expense was not significant. The warrants were cancelled in April 2005.

The following  represents a summary of warrants outstanding for the period ended
May 31, 2005 and year ended June 30, 2004:



                                           Period Ended                       Year Ended
                                  ------------------------------------------------------------
                                            05/31/2005                        06/30/2004
                                  --------------------------         -------------------------
                                                   Weighted                           Weighted
                                                    Average                            Average
                                   Warrants          Price           Warrants           Price
                                  --------           ------          --------           ------
                                                                            
Outstanding, beginning of year     869,119           $ 4.81           869,119           $ 4.99
   Granted                              --               --            20,000           $ 0.28
   Exercised                            --               --                --               --
   Cancelled/Forfeited/Expired    (869,119)          $ 4.81           (20,000)          $ 8.00
                                  --------           ------          --------           ------
Outstanding, end of year                --           $   --           869,119           $ 4.81
                                  ========           ======          ========           ======
Exercisable, end of year                --           $   --           869,119           $ 4.81
                                  ========           ======          ========           ======


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------

The  Company  leases  office  space  under  a  non-cancelable   operating  lease
agreement.  The lease provides for monthly lease payments  approximating  $5,000
and expires in June 2007,  as  amended.  Future  minimum  lease  payments  under
non-cancelable operating leases as of May 31, 2005 approximate the following:

                  Year Ending May 31,
                  -------------------
                  2006 $  60,000
                  2007 $  60,000
                  2008 $   5,000
                       ----------
                       $ 125,000

Rent  expense for the period ended May 31, 2005 and year ended June 30, 2004 was
approximately $65,000 and $70,000, respectively.

                                       47



NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation
----------

The  Company  may be  involved  from time to time in various  claims,  lawsuits,
disputes with third parties,  actions involving allegations or discrimination or
breach of contract actions  incidental in the normal operations of the business.
The Company is currently not involved in any such  litigation  which  management
believes  could have a material  adverse  effect on its  financial  position  or
results of operations.

Indemnities and Guarantees
--------------------------

The Company has made certain  indemnities and guarantees,  under which it may be
required to make payments to a guaranteed or indemnified  party,  in relation to
certain transactions. The Company indemnifies its directors, officers, employees
and  agents  to the  maximum  extent  permitted  under  the laws of the State of
Nevada. In connection with its facility leases,  the Company has indemnified its
lessor for certain claims arising from the use of the facilities.  In connection
with  line  of  credit,  the  transfer  agreement,   stock  purchase  and  other
agreements,  the Company has  indemnified  lenders,  sellers,  and various other
parties for certain claims arising from the Company's breach of representations,
warranties and other provisions contained in the agreements.  The guarantees and
indemnities  do not provide for any limitation of the maximum  potential  future
payments the Company could be obligated to make.  Historically,  the Company has
not been obligated to make any payments for these obligations and no liabilities
have been recorded for these  indemnities  and  guarantees  in the  accompanying
balance sheet.

NOTE 9 - BUSINESS SEGMENTS

Reportable  business segments for the eleven month period ended May 31, 2005 and
year ended June 30, 2004 were as follows:



                                                             2005           2004
                                                         -----------    -----------
                                                                  
Net sales from operations:

          Transaction sales, gross                       $   315,493    $        --
          Transaction sales, net                                  --        108,201
          ASAP Global Sourcing Show and Material World     1,464,941      1,663,274
          China Buying Trip                                  259,907             --
                                                         -----------    -----------
                                                         $ 2,040,341    $ 1,771,475
                                                         ===========    ===========
Income (loss) from operations:

          Transaction sales                              $  (263,194)   $  (155,733)
          ASAP Global Sourcing Show and Material World      (416,966)      (393,310)
          China Buying trip                                  217,097             --
                                                         -----------    -----------
                                                         $  (463,063)   $  (549,043)
                                                         ===========    ===========
Depreciation and amortization:
          Transaction sales                              $        --    $     6,902
          ASAP Global Sourcing Show and Material World            --             --
          China Buying trip                                       --
                                                         -----------    -----------
                                                         $        --    $     6,902
                                                         ===========    ===========
Identifiable assets:
          Transaction sales                                    $   115,061
          ASAP Global Sourcing Show and Material World             101,611
          China Buying trip                                         30,209
                                                               -----------
                                                               $   246,881
                                                               ===========


                                       48



Net sales as reflected above consist of sales to unaffiliated  customers only as
there were no  significant  intersegment  sales  during the eleven  month period
ended May 31, 2005 and the year ended June 30, 2004.

There were no significant capital expenditures during fiscal 2005 or 2004.

There was no  significant  concentration  on net  segment  sales for the  eleven
months ended May 31, 2005 and year ended June 30, 2004.

ASAP Global  Sourcing  Show revenue  relates  exclusively  to the  Company's Las
Vegas, Nevada trade shows.

                                       49



                                 ASAP SHOW, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                                                     Aug. 31,
                                                                       2005
                                                                   ------------
ASSETS

Current assets:
   Cash                                                            $     94,687
   Accounts receivable, net                                              96,688
   Capital contribution receivable                                      415,000
   Prepaid expenses                                                       2,467
                                                                   ------------
                                                                        608,842
Total current assets
Other assets                                                              9,800
                                                                   ------------
Total assets
                                                                   $    618,642
                                                                   ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable and accrued expenses                           $    641,849
   Line-of-credit and interest payable to shareholder                   554,178
                                                                   ------------
   Total current liabilities                                          1,196,027
                                                                   ------------
Commitments and contingencies
Shareholders' deficit:
   Common stock, $0.001 par value; 45,000,000 shares authorized;
     8,626,480 shares issued and outstanding                              8,626
   Additional paid-in capital                                        14,166,375
   Accumulated deficit                                              (14,752,386)
                                                                   ------------
Total shareholders' deficit                                            (577,385)
                                                                   ------------
Total liabilities and shareholders' deficit                        $    618,642
                                                                   ------------

            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       50



                                 ASAP SHOW, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                           Three Months Ended
                                                               August 31,
                                                       --------------------------
                                                           2005           2004
                                                       -----------    -----------
                                                                
Revenues:
   Transaction sales                                   $   120,719    $    27,705
   Tradeshow revenue                                       720,115        587,189
   Buying trip                                             171,832             --
                                                       -----------    -----------
Revenues                                                 1,012,666        614,894
                                                       -----------    -----------
Operating expenses:
   Cost of transaction sales                                97,916         69,682
   General and administrative                              834,136        351,038
   Payroll and related                                     176,590        169,906
                                                       -----------    -----------
Total operating expenses                                 1,108,642        590,626
                                                       -----------    -----------
(Loss) income from operations                              (95,976)        24,268
Interest expense, net of interest income                    26,394          2,085
                                                       -----------    -----------
(Loss) income before income taxes                         (122,370)        22,183
Income taxes                                                   800             --
                                                       -----------    -----------
Net (loss) income                                      $  (123,170)   $    22,183
                                                       -----------    -----------
Net loss per share available to common stockholders
   Basic and diluted                                   $     (0.01)   $        --
                                                       -----------    -----------
Weighted-average number of common shares outstanding
   Basic and diluted                                     8,626,480      7,472,673
                                                       -----------    -----------


            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                       51



                                 ASAP SHOW, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                     Three Months Ended
                                                                         August 31,
                                                                  ----------------------
                                                                    2005         2004
                                                                  ---------    ---------
                                                                        
Cash flows from operating activities:

   Net loss (income)                                              $(123,170)   $  22,183
   Adjustments to reconcile net loss (income) to net
       cash (used in) provided by operating activities:
      Changes in operating assets and liabilities:
        Accounts receivable                                           4,205      343,000
        Inventory                                                        --       25,874
           Prepaid expenses and other assets                         63,855       57,932
        Accounts payable and accrued expenses                       220,369     (120,148)
        Deferred revenues                                          (186,993)       2,000
                                                                  ---------    ---------
Net cash (used in) provided by operating activities                 (21,734)     330,841
                                                                  ---------    ---------
Cash flows from financing activities:

    Repayment of loan payable                                      (100,000)          --
    Proceeds from borrowings on line-of-credit from shareholder     250,000       99,000
    Repayments of borrowings on line-of-credit from shareholder    (103,445)    (100,000)
                                                                  ---------    ---------
Net cash provided by (used in) financing activities                  46,555       (1,000)
                                                                  ---------    ---------
Net increase in cash                                                 24,821      329,841
Cash, beginning of period                                            69,866        4,451
                                                                  ---------    ---------
Cash, end of period                                               $  94,687    $ 334,292
                                                                  ---------    ---------

Supplemental disclosures of cash flow information:
   Cash paid during the period
       Interest                                                   $  29,839    $  18,026
                                                                  ---------    ---------
       Income taxes                                                      $-           $-
                                                                  ---------    ---------


            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       52



                                 ASAP SHOW, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005
                                   (UNAUDITED)

NOTE 1 - BASIS OF REPORTING

BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB and Article 10 of Regulation S-B. Accordingly, they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments)  considered  necessary for fair  presentation  have been  included.
Operating  results  for the  three-month  period  ended  August 31, 2005 are not
necessarily  indicative  of the results that may be expected for the year ending
May 31, 2006

ASAP Show,  Inc.  ("ASAP" or the  "Company") was  incorporated  in December 2004
under the laws of the State of Nevada.  As described in Note 2, Cyber  Merchants
Exchange,  Inc. ("C-ME"), the Company's former parent, entered into a Securities
Purchase  Agreement  ("SPA") with KI Equity Partners II, LLC ("Keating"),  which
resulted in a reorganization  of the Company and C-ME. The Company accounted for
the  reorganization  as  a  reverse  spin-off;   accordingly,  the  accompanying
financial statements include the historical results of C-ME.

REORGANIZATION

Securities Purchase Agreement
-----------------------------

On November 19, 2004 C-ME entered into the SPA with Keating Reverse Merger Fund,
LLC ("KRM  Fund") and Frank Yuan,  the  current  Chairman of the Board and Chief
Executive  Officer of C-ME ("Yuan")  providing for the investment by KRM Fund of
$425,000 (the  "Investment")  in C-ME in exchange for 7,000,000 shares of C-ME's
common  stock.  The SPA was amended and restated  effective  August 25, 2005 to,
among other  things,  change the  Investment  to $415,000,  change the number of
shares to be purchased to 7,104,160,  and substitute KI Equity for KRM Fund. The
$415,000 has been included in the accompanying  balance sheet at August 31, 2005
as a capital  contribution  receivable  and was  received in October  2005.  The
Investment by KI Equity has been used satisfy certain liabilities assumed by the
Company.  The  Reorganization  allows the shareholders of C-ME to participate in
the growth of the trade show business through the spin-off of the Company, which
owns  and  operates  the  trade  show  business   (see  below).   Following  the
Reorganization and spin off of the Company,  C-ME is majority owned by KI Equity
and will seek a business combination with an operating company.

Stock Bonus
-----------

C-ME issued  1,027,327  shares to certain key employees and directors  effective
May 31,  2005.  The Stock Bonus was not  subject to  shareholder  approval.  The
individuals  receiving  the Stock Bonus  previously  had stock  options in C-ME,
which were cancelled as part of the Stock Bonus and Reorganization. In addition,
C-ME terminated all of its stock option plans, and all outstanding stock options
were cancelled. In addition, the employees have not received any significant pay
increases  in recent  years.  Directors  of C-ME have  never  been paid fees for
services  on the Board.  The intent of the  issuance  of the Stock  Bonus was to
partially  compensate these individuals for their  significant  contributions to
C-ME since employees

                                       53



                                 ASAP SHOW, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005
                                   (UNAUDITED)

did not  receive  any  significant  pay  increases  in recent  years and outside
directors were never paid for services on the Board.

Asap Show, Inc.
---------------

C-ME formed ASAP on December 1, 2004 as a wholly owned subsidiary.  The officers
and directors of the Company are the same as the officers and directors of C-ME.

Since the Transfer, ASAP continued to focus on operating the trade show business
previously  operated  by  C-ME.  The  Investment  contemplated  as  part  of the
Reorganization  will be used to pay the liabilities of C-ME that were assumed by
ASAP under the Transfer Agreement.  ASAP will continue to operate its trade show
twice a year in Las Vegas, four shows in China, and manage Material World Global
Pavilion in Miami, FL and New York. As part of the Transfer Agreement,  ASAP has
assumed a  revolving  $800,000  line of credit from Frank Yuan and his wife (the
"Yuan Line of Credit").  Frank Yuan and his wife  consented to the assumption of
the  Yuan  Line of  Credit  and  released  C-ME  from  any  and all  liabilities
thereunder.  The Yuan Line of Credit has an outstanding balance as of August 31,
2005 of $554,179, including accrued interest of $9,179, bears interest at 8% per
annum,  and expires in September 2006. With the payment of liabilities  with the
Investment,  the expected cash flow  generated from the trade shows and the Yuan
Line of Credit, ASAP believes it will have sufficient cash resources to grow its
business and meet the liabilities and obligations with respect to its operations
through at least September 30, 2006.

As a  further  condition  of the  Investment,  C-ME  and ASAP  entered  into the
Transfer Agreement effective May 31, 2005 whereby all of the assets of C-ME were
transferred  to ASAP and all  liabilities,  obligations  and  contracts  of C-ME
(known and  unknown,  fixed or  contingent  or  otherwise)  were assumed by ASAP
("Assumed  Liabilities").  In exchange  C-ME received  8,626,480  shares of ASAP
common  stock.  ASAP and Frank  Yuan  have  agreed  to  indemnify  and hold C-ME
harmless  from any loss,  costs or damages  incurred by C-ME with respect to the
Assumed Liabilities ("Indemnity Claims"). As a condition of the Investment, C-ME
must have no  liabilities,  obligations,  debts,  contracts or agreements of any
kind or nature.

Distribution
------------

On or about August 25, 2005, C-ME  distributed  the 8,626,480  shares of ASAP to
the U.S. Stock Transfer Corporation as depository agent for ASAP's shareholders.
The ASAP  shares  will be held by the  depository  agent until such time as this
Form 10-SB has become effective.

At that time, the certificates representing ASAP shares will be disbursed by the
depository  agent to ASAP's  shareholders.  Following  disbursement  of the ASAP
shares,  ASAP intends to make available  information that will allow a broker to
file a Form  15c2-11 to post a  quotation  and  obtain a trading  symbol for the
shares  of ASAP  on the  OTC BB.  The  ASAP  shares  distributed  as part of the
Distribution will be freely tradable, subject to certain restrictions applicable
to insiders and affiliates, once the Form 10-SB has become effective.

                                       54



                                 ASAP SHOW, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005
                                   (UNAUDITED)

The distribution will be taxable to the shareholders.

Investment
----------

The  closing  of the  transactions  contemplated  by the SPA and the  Investment
occured  after  the  Distribution.  Pursuant  to  the  Investment,  C-ME  issued
7,104,160 shares of common stock to KI Equity for $415,000.  The proceeds of the
Investment were used to satisfy liabilities that were assumed by ASAP as part of
the Transfer and any other  liabilities of C-ME, which were applied to all third
party  liabilities  which existed at May 31, 2005 and any remaining  funds being
transferred  to ASAP,  less $50,000 which C-ME will hold in reserve for a period
of six months following the closing of the SPA to satisfy any Indemnity  Claims.
The $415,000 has been included in the  accompanying  balance sheet at August 31,
2005 as a capital  contribution  and $365,000 was distributed to and received by
ASAP in October 2005.

Accounting Treatment
--------------------

The Company accounted for the  Reorganization as a reverse spinoff in accordance
with the Emerging Issues Task Force Issue No.  ("EITF")  02-11,  "ACCOUNTING FOR
REVERSE SPINOFFS." In a reverse spinoff,  the legal spinnee (ASAP) is treated as
though it were the spinnor for accounting  purposes.  Reverse spinoff accounting
is appropriate  as the treatment of the legal spinnee as the accounting  spinnor
results in the most accurate  depiction of the substance of the  transaction for
shareholders and other users of the financials statements. Under this treatment,
the  historical  financial  statements  of  C-ME  are the  historical  financial
statements  of ASAP. In making its  determination,  the Company  considered  the
following indicators, among others:

     o    the  accounting  spinnor  (legal  spinnee,  ASAP) is  larger  than the
          accounting spinnee (legal spinnor, C-ME);

     o    the fair value of the accounting  spinnor  (legal  spinnee) is greater
          than that of the accounting spinnee (legal spinnor);

     o    the accounting  spinnor (legal spinnee) retains the senior  management
          of the formerly combined entity; and

     o    the accounting spinnor (legal spinnee) retains senior management.

REVENUE RECOGNITION

The  Securities and Exchange  Commission  issued Staff  Accounting  Bulletin 104
("SAB 104"),  "Revenue  Recognition" which outlines the basic criteria that must
be met to recognize revenue and provide guidance for presentation of revenue and
for disclosure related to revenue recognition  policies in financial  statements
filed with Securities and Exchange Commission. Management believes the Company's
revenue recognition policies conform to SAB 104.

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."  Beginning  in fiscal  2005 for all  product  transactions  with its
customers, the Company acts as a

                                       55



                                 ASAP SHOW, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005
                                   (UNAUDITED)

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.

The Company  recognizes revenue on transaction sales upon shipment when there is
evidence that an arrangement  exists,  delivery has occurred under the Company's
standard FOB shipping point terms,  the sales price is fixed or determinable and
the ability to collect sales proceeds is reasonably assured.

Asap Trade Show
---------------

The ASAP trade show generates 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
conducts  two trade  shows per year,  currently  in  February  and August in Las
Vegas.

Material World
--------------

The Company shares  Material  World's  foreign  exhibitors'  net exhibitors fees
income  which  are  derived  through  Company  introduction  (we do not share in
losses,  if any).  Material  World's net revenue is recognized in the accounting
period in which the event is conducted.  Material World conducts two trade shows
per year, i.e. April in Miami and September in New York.

Buying Trip
-----------

Buying trip generates 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 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). The Buying Trip's revenue is recognized  ratably
during the period in which the event is  conducted.  Management  is  planning to
conduct buying trips to China in May and Southeast  China  Countries in November
each year.

INDEMNITIES AND GUARANTEES

During the normal course of business,  the Company has made certain  indemnities
and  guarantees  under which it may be required to make  payments in relation to
certain  transactions.  These  indemnities  include certain  agreements with the
Company's  officers,  under which the Company may be required to indemnify  such
person  for  liabilities  arising  out of  their  employment  relationship.  The
duration of these  indemnities  and guarantees  varies and, in certain cases, is
indefinite.  The majority of these indemnities and guarantees do not provide for
any  limitation of the maximum  potential  future  payments the Company could be
obligated  to make.  Historically,  the Company has not been  obligated  to make
significant payments for these obligations and no liabilities have been recorded
for these  indemnities  and  guarantees in the  accompanying  condensed  balance
sheet.

                                       56



                                 ASAP SHOW, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005
                                   (UNAUDITED)

BASIC AND DILUTED EARNINGS PER COMMON SHARE

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted earnings per common share computations:



                                                                   3 Months Ended
                                                              08/31/05        08/31/04
                                                             -----------    -----------
                                                                      
Numerator for basic and diluted (loss) income per share:
     Net (loss) income                                       $  (123,170)   $    22,183

Denominator for basic and diluted (loss) income per share:
     Weighted average shares (basic and diluted)               8,626,480      7,599,153
                                                             -----------    -----------
Loss charged to common shareholders per common share:
  Basic and diluted                                          $     (0.01)   $        --
                                                             ===========    ===========


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment"  ("Statement 123(R)") to provide investors and other users of financial
statements  with more complete and neutral  financial  information  by requiring
that the  compensation  cost relating to  share-based  payment  transactions  be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability  instruments issued.  Statement 123(R) covers a
wide range of share-based  compensation  arrangements  including  share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  Statement  123(R)  replaces SFAS No. 123, and
supersedes  APB 25. SFAS No. 123, as originally  issued in 1995,  established as
preferable a  fair-value-based  method of  accounting  for  share-based  payment
transactions  with employees.  However,  that Statement  permitted  entities the
option of  continuing  to apply the guidance in APB 25, as long as the footnotes
to  financial  statements  disclosed  what net  income  would  have been had the
preferable  fair-value-based method been used. Public entities (other than those
filing as small business  issuers) will be required to apply Statement 123(R) as
of the first interim or annual reporting period that begins after June 15, 2005.
Small  business  issuers  will be required to apply  Statement  123(R) as of the
annual  reporting  period that begins after December 15, 2005. The Company is in
the process of evaluating  whether the adoption of Statement  123(R) will have a
significant  impact on the Company's  overall results of operations or financial
position.

NOTE 2 - BUSINESS SEGMENTS

                                       57



Reportable business segments as of and for the periods ended August 31, 2005 and
2004 are as follows:

                                    3 Months        3 Months
                              Ended 08/31/05  Ended 08/31/04
                                 -----------    -----------
Revenues:
  Transaction sales              $   120,719    $    27,705
  Tradeshows                         720,115        587,189
  Buying trip
                                     171,832             --
                                 -----------    -----------
                                 $ 1,012,666    $   614,894
                                 ===========    ===========

(Loss) income from operations:
  Transaction sales              $    22,803    $   (41,977)
  Tradeshows                        (213,097)        66,245
  Buying trip                         94,318             --
                                 -----------    -----------
                                 $   (95,976)   $    24,268
                                 ===========    ===========

Depreciation and amortization:
  Transaction sales              $        --    $        --
  Tradeshows                              --             --
  Buying trip                             --             --
                                 -----------    -----------
                                 $        --    $        --
                                 ===========    ===========

Identifiable assets:
  Transaction sales              $    19,361
  Tradeshows                         595,762
  Buying trip                          3,519
                                 -----------
                                 $   618,642
                                 ===========

Net sales as reflected above, consist of sales to unaffiliated customers only as
there were no significant  intersegment sales for the three-month  periods ended
August 31, 2005 and 2004.

There  were  no  significant   concentrations  on  net  segment  sales  for  the
three-month periods ended August 31, 2005 and 2004.

Transaction  apparel sales are made from goods exported from China into the USA,
while ASAP show revenue relates  exclusively to the Company's Las Vegas,  Nevada
trade shows.

NOTE 3 - DEBT

LINE OF CREDIT FROM SHAREHOLDER

The Company has a revolving  line-of-credit  (the "Line")  from Frank Yuan,  the
Company's Chief Executive Officer and a significant Company  shareholder,  which
expires on  September 1, 2006 and  provides  for  borrowings  up to a maximum of
$800,000,  as amended.  The Line bears an interest  rate of 8.0% per annum.  The
balance at August 31, 2005 was $554,178,  including  accrued and unpaid interest
of $9,178 at August 31, 2005.

                                       58



PART III

ITEM 1. INDEX TO EXHIBITS.

         Exhibit 3.1  Articles of Incorporation

         Exhibit 3.2  Bylaws

         Exhibit 10.1 Amended and Restated  Securities Purchase Agreement by and
         among KI Equity  Partners II, LLC,  Cyber  Merchants  Exchange Inc. and
         Frank Yuan dated as of August 25, 2005.

         Exhibit  10.2  Transfer  and  Assumption  Agreement  by and among Cyber
         Merchants  Exchange Inc., ASAP Show, Inc. and Fran Yuan dated as of May
         31, 2005.

         Exhibit 10.3 Promissory Note from ASAP Show, Inc. to Frank Yuan

ITEM 2. DESCRIPTION OF EXHIBITS.

         Exhibit 3.1 Articles of Incorporation of ASAP Show, Inc.

         Exhibit 3.2 Bylaws of ASAP Show, Inc.

         Exhibit 10.1 Amended and Restated  Securities Purchase Agreement by and
         among KI Equity  Partners II, LLC,  Cyber  Merchants  Exchange Inc. and
         Frank Yuan dated as of August 25, 2005.

         Exhibit  10.2  Transfer  and  Assumption  Agreement  by and among Cyber
         Merchants  Exchange Inc., ASAP Show, Inc. and Fran Yuan dated as of May
         31, 2005.

         Exhibit 10.3 Promissory Note from ASAP Show, Inc. to Frank Yuan

SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            ASAP Show, Inc.


                                            s/ Frank S. Yuan.
                                            ------------------

Date:    February 14, 2006                  By: Frank S. Yuan
                                            Chairman & CEO