U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

[X]  Quarterly  report under section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended November 30, 2005

[ ]  Transition  report under section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from to
                                                  -----------------

Commission file number       001-51554
                       ---------------------

                                 ASAP SHOW, INC.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)

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

 4349 BALDWIN AVE., UNIT A, EL MONTE, CA                          91731
 ---------------------------------------                          -----
(Address of principal executive offices)                       (Zip Code)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes    No X
                                                             ---   ---

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

         Number of shares  outstanding of the issuer's classes of common equity,
as of December 31, 2005:

                  8,626,480 SHARES OF COMMON STOCK (ONE CLASS)

Transitional Small Business Disclosure Format: Yes   No X
                                                  ---  ---



                                TABLE OF CONTENTS

                                                                            PAGE

PART I  - FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

         Condensed Balance Sheet as of November 30, 2005 (unaudited)..........3

         Condensed Statements of Operations for the Six Months Ended
         November 30, 2005 and 2004 (unaudited)...............................4

         Condensed Statements of Operations for the Three Months Ended
         November 30, 2005 and 2004 (unaudited)...............................5

         Condensed Statements of Cash Flows for the Six Months Ended
         November 30, 2005 and 2004 (unaudited)...............................6

Notes to Condensed Financial Statements (unaudited)...........................7

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION...................................................12

      ITEM 3. CONTROLS AND PROCEDURES........................................18

PART II - OTHER INFORMATION..................................................18

     ITEM 1.  LEGAL PROCEEDINGS..............................................18

     ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS....19

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES................................19

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............19

     ITEM 5.  OTHER INFORMATION..............................................19

     ITEM 6.  EXHIBITS ......................................................19

SIGNATURES...................................................................19

                                       2



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                 ASAP SHOW, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                                                     Nov. 30,
                                                                       2005
                                                                   ------------
                                                                    (Unaudited)
ASSETS

Current assets:
   Cash                                                            $     98,945
   Accounts receivable, net                                              53,681
   Capital contribution receivable                                       50,000
   Prepaid expenses                                                      47,157
                                                                   ------------
                                                                        249,783
Total current assets

Other assets                                                              9,800
                                                                   ------------

Total assets
                                                                   $    259,583
                                                                   ------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

   Accounts payable and accrued expenses                           $    358,749
   Deferred revenue                                                      18,353
   Line-of-credit and interest payable to stockholder                   684,811
                                                                   ------------
   Total current liabilities                                          1,061,913

COMMITMENTS AND CONTINGENCIES

Stockholders' 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                                              (14,977,331)
                                                                   ------------

Total stockholders' deficit                                            (802,330)
                                                                   ------------

Total liabilities and stockholders' deficit                        $    259,583
                                                                   ------------

            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       3



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

                                                          Six Months Ended
                                                            November 30,
                                                    --------------------------
                                                        2005           2004
                                                    -----------    -----------
Revenues:
   Transaction sales                                $   200,756    $    61,750
   Tradeshow revenue                                    754,575        734,664
    Buying trip                                         239,590             --
                                                    -----------    -----------

Revenues                                              1,194,921        796,414
                                                    -----------    -----------

Operating expenses:
    Cost of transaction sales                           168,160         38,098
   General and administrative                         1,032,435        885,507
   Payroll and related                                  305,135        336,611
                                                    -----------    -----------

Total operating expenses                              1,505,730      1,260,216
                                                    -----------    -----------

Loss from operations                                   (310,809)      (463,802

Interest expense, net of interest income                 36,506          5,281
                                                    -----------    -----------

Loss before income taxes                               (347,315)      (469,083)

Income taxes                                                800            800
                                                    -----------    -----------

Net loss                                            $  (348,115)   $  (469,883)
                                                    ===========    ===========

Net loss per share available to common
   stockholders
   Basic and diluted                                $     (0.04)   $     (0.06)
                                                    ===========    ===========

Weighted-average number of common
   shares outstanding
   Basic and diluted                                  8,626,480      7,472,673
                                                    ===========    ===========

            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                       4


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

                                                          Three Months Ended
                                                             November 30,
                                                     --------------------------
                                                         2005           2004
                                                     -----------    -----------
Revenues:
   Transaction sales                                 $    80,037    $    34,045
   Tradeshow                                              34,460             --
   Buying trip                                            67,758             --
                                                     -----------    -----------

Revenues                                                 182,255         34,045
                                                     -----------    -----------

Operating expenses:
   Cost of transaction sales                              70,244         11,280
   General and administrative                            198,299        534,469
   Payroll and related                                   128,545        166,705
                                                     -----------    -----------

Total operating expenses                                 397,088        712,454
                                                     -----------    -----------

Loss from operations                                    (214,833)      (678,409)

Interest expense, net of interest income                  10,112          3,196
                                                     -----------    -----------

Loss before income taxes                                (224,945)      (681,605)

Income taxes                                                  --            800
                                                     -----------    -----------

Net loss                                             $  (224,945)   $  (682,405)
                                                     ===========    ===========

Net loss per share available to common stockholders
   Basic and diluted                                 $     (0.02)   $     (0.09)
                                                     ===========    ===========

Weighted-average number of common shares outstanding
   Basic and diluted                                   8,626,480      7,472,673
                                                     ===========    ===========

            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                       5



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



                                                                     Six Months Ended
                                                                       November 30,
                                                                  ----------------------
                                                                     2005         2004
                                                                  ---------    ---------
                                                                 (Unaudited)  (Unaudited)
                                                                        
Cash flows from operating activities:

   Net loss                                                       $(348,115)   $(469,883)
   Adjustments to reconcile net loss to net
       cash (used in) provided by operating activities:
      Changes in operating assets and liabilities:
        Accounts receivable                                          47,212      358,685
        Inventory                                                        --       25,874
           Prepaid expenses                                          17,597       25,759
        Other assets                                                  1,568           --
        Accounts payable and accrued expenses                       (62,731)     108,930
         Deferred revenues                                         (168,640)      27,980
                                                                  ---------    ---------

Net cash (used in) provided by operating activities                (513,109)      77,345

Cash flows from investing activities:

    Proceeds from capital contribution receivable                   365,000           --
                                                                  ---------    ---------

Net cash provided by investing activities                           365,000           --

Cash flows from financing activities:

    Repayment of loan payable                                      (100,000)          --
    Proceeds from borrowings on line-of-credit from stockholder     658,800      229,000
    Repayments of borrowings on line-of-credit from stockholder    (381,612)    (252,000)
                                                                  ---------    ---------

Net cash provided by (used in) financing activities                 177,188      (23,000)
                                                                  ---------    ---------

Net increase in cash                                                 29,079       54,345

Cash, beginning of period                                            69,866        4,451
                                                                  ---------    ---------

Cash, end of period                                               $  98,945    $  58,796
                                                                  =========    =========

Supplemental disclosures of cash flow information:
   Cash paid during the period
       Interest                                                      30,294        5,404
       Income taxes                                                     800          800


            SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       6


                                 ASAP SHOW, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

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  six-month  period  ended  November  30, 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 summarized below and described below,
Cyber Merchants Exchange,  Inc. ("C-ME"),  the Company's former parent,  entered
into a Securities  Purchase  Agreement  ("SPA") with KI Equity  Partners II, LLC
("KI Equity"), as amended, which resulted in a reorganization of the Company and
C-ME (the  "Reorganization").  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 then  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
balance of $50,000 which has not been received at November 30, 2005, is included
in the accompanying  balance sheet as a capital  contribution  receivable.  Such
amount is to be received on March 30, 2006. The Investment by KI Equity was used
to satisfy  $124,397  of certain  liabilities  assumed by the  Company  with the
remaining  funds of  $240,603  being used to provide the  Company  with  working
capital  to grow its trade  show  business.  The  Reorganization  will 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 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"). 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

                                       7



                                 ASAP SHOW, INC.

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 Reorganization,  ASAP has focused on operating the trade show business
previously  operated  by  C-ME.  The  Investment  contemplated  as  part  of the
Reorganization was 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,  three shows in China,  and manage  Material  World  Global
Pavilion in Miami,  FL and New York.  As part of the  Transfer  Agreement,  ASAP
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 November
30, 2005 of $684,811,  including accrued interest of $18,835,  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 November 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 will be held by the  depository  agent  until such time as the  Company's
Form 10-SB, originally filed on October 3, 2005, 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.

The distribution is taxable to the shareholders.

                                       8



                                 ASAP SHOW, INC.

Investment
----------

The  closing  of the  transactions  contemplated  by the SPA and the  Investment
occurred  on  September  30,  2005.  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 the Company as
part of the Transfer and other  liabilities of C-ME, and the remaining  funds of
$290,603 will be used by the Company for working capital purposes,  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 $50,000 has been included in the
accompanying  balance  sheet at  November  30,  2005 as a  capital  contribution
receivable and is to be received in March 2006.

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

The  Company  will  account  for the  Reorganization  as a  reverse  spinoff  in
accordance  with the  Emerging  Issues  Task Force  Issue  ("EITF")  No.  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.

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.

Revenues include amounts earned under transaction  sales, trade show booth sales
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.
Beginning in fiscal 2005 for all product  transactions  with its customers,  the
Company acts as a principal, takes title to all products sold upon shipment, and
bears  inventory risk for return products that

                                       9



                                 ASAP SHOW, INC.

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  Asia  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
sheets.

BASIC AND DILUTED LOSS PER COMMON SHARE

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

                                       10



                                 ASAP SHOW, INC.



                                                              6 MonthsEnded                 3 Months Ended
                                                         11/30/05       11/30/04       11/30/05       11/30/04
                                                        -----------    -----------    -----------    -----------
                                                                                         
Numerator for basic and diluted loss per share:

     Net loss                                           $  (348,115)   $  (469,883)   $  (224,945)   $  (682,405)

Denominator for basic and diluted loss per share:

     Weighted average shares (basic and diluted)          8,626,480      7,472,673      8,626,480      7,472,673
                                                        -----------    -----------    -----------    -----------
Loss charged to common stockholders per common share:

  Basic and diluted                                     $     (0.04)   $     (0.06)   $     (0.02)   $     (0.09)
                                                        ===========    ===========    ===========    ===========


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
first interim or 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

                                       11



                                 ASAP SHOW, INC.

Reportable  business  segments as of and for the periods ended November 30, 2005
and 2004 are as follows:



                                    6 Months             6 Months             3 Months             3 Months
                              Ended 11/30/05       Ended 11/30/04       Ended 11/30/05       Ended 11/30/04
                              -----------------------------------------------------------------------------
                                                                               
Revenues:
     Transaction sales           $   200,756          $    61,750          $    80,037          $    34,045
      Tradeshow                      754,575              734,664               34,460                   --
     Buying trip                     239,590                   --               67,758                   --
                                 -----------          -----------          -----------          -----------
                                 $ 1,194,921          $   796,414          $   182,255          $    34,045
                                 ===========          ===========          ===========          ===========

Income (loss) from operations:

      Transaction sales          $    32,596          $    23,652          $     9,793          $    22,765
      Tradeshow                     (486,807)            (440,150)            (273,710)            (701,174)
      Buying trip                    143,402                   --               49,084                   --
                                 -----------          -----------          -----------          -----------
                                 $  (310,809)         $  (463,802)         $  (214,833)         $  (678,409)
                                 ===========          ===========          ===========          ===========

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

Identifiable assets:
       Transaction sales         $     1,737
       Tradeshow                     205,902
        Buying trip                   51,944
                                 -----------
                                 $   259,583
                                 ===========


Net revenues as reflected above, consist of sales to unaffiliated customers only
as there  were no  significant  intersegment  sales for the three and  six-month
periods ended November 30, 2005 and 2004.

There were no significant  concentrations on net segment sales for the three and
six-month periods ended November 30, 2005 and 2004.

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

NOTE 3 - DEBT

LINE OF CREDIT FROM STOCKHOLDER

The Company has a revolving  line-of-credit  (the "Line")  from Frank Yuan,  the
Company's Chief Executive Officer and a significant Company  stockholder,  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 November 30, 2005 was $684,811, including accrued and unpaid interest
of $18,835 at  November  30,  2005.  Interest  expense  incurred  under the Line
approximated the following:

                         THREE-MONTHS ENDED    SIX-MONTHS ENDED
                         --------------------------------------
NOVEMBER 30, 2004             $ 2,500             $ 5,300
                              =======             =======

NOVEMBER 30, 2005             $12,000             $21,500
                              =======             =======


                                       12



                                 ASAP SHOW, INC.

NOTE 4 COMMITMENTS AND CONTINGENCIES

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

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the financial  statements and the
related notes thereto included elsewhere in this quarterly report for the period
ended November 30, 2005. This quarterly report contains certain  forward-looking
statements and the Company's  future operating  results could differ  materially
from those discussed herein. Such  forward-looking  statements involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.   Given  these  uncertainties,   readers  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  announce
publicly  the  results  of  any  revisions  of  the  forward-looking  statements
contained  or  incorporated  by  reference  herein to reflect  future  events or
developments.

STATUS OF OPERATIONS

BACKGROUND

ASAP Show,  Inc.  (the  "Company") is a trade show  organizer  that is initially
targeting  the  apparel  industry  and  an  international   electronic  trading,
financing and logistics  corporation.  The following four interlocking  services
make the Company  unique:  1) ASAP Global  Sourcing Show - a trade show for U.S.
buyers to meet hundreds of garment exhibitors under one roof - held twice a year
in Las Vegas, NV. 2) The Company builds private extranets,  or Internet Sourcing
Networks  ("ISN"),  for  its  retail  partners.   The  ISN  matches  and  pushes
merchandise to the appropriate buyers computer desktops. 3) The Company's Global
Financial  Platform  ("GFP":  Patent  Pending)  allows  U.S.  buyers to purchase
overseas  merchandise  without  the need of  issuing  a  letter  of  credit.  4)
Logistics warehouse,  shipping, and billing services for overseas

                                       13



                                 ASAP SHOW, INC.

manufacturers. The Company presently has representatives located in 25 countries
throughout  Asia,  Africa,  and  the  Middle  East to  facilitate  international
transactions.

SERVICES

ASAP GLOBAL SOURCING SHOW

The Apparel  Sourcing  Association  Pavilion  ("Global  Sourcing  Show" or "ASAP
Show") is bringing a totally new concept to the trade show industry. The Company
has a unique  opportunity  to make  the  ASAP  Show  successful  because  of the
Company's global presence and management  expertise in the apparel industry.  In
addition,  there were no trade shows for the  producing  countries to exhibit in
the U.S.A. to gain container load orders until the ASAP show was launched. Also,
many  are  reluctant  to  travel  overseas.  Therefore,  the  ASAP  Show is well
positioned for buyers and overseas manufacturers.

The ASAP show segment derives revenue principally from the sale of exhibit space
and  conference  attendance  fees  generated  at its  events.  In  fiscal  2004,
approximately  95% of our trade shows and conferences  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.  Booth fees that are
collected in advance of the related ASAP show are 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.

Costs  incurred  by the ASAP show  segment  include  facility  rent,  outsourced
services such as  registration,  booth rental,  electrical  services,  security,
decorator  and attendee and  exhibitor  promotion.  All show  promotion  related
expenses such as advertisements,  traveling,  staff salaries and related payroll
expenses are treated as monthly period  expenses.  The deposit for the ASAP show
facility is capitalized and then expensed in the month the event occurs.

ASAP CHINA BUYING TRIP

The China Buying Trip is being arranged by the Company to bring 125 U.S.  buyers
during fiscal 2006, each with more than $10 million in purchasing power, to four
production centers in China. This event has been overwhelmingly supported by the
U.S Cotton  Council,  American  Apparel and Footwear  Association,  The American
Apparel Production Network and many other leading corporations and associations.
The  first  tour of its kind was  designed  for U.S.  buyers  prepared  to place
production  orders,  license  their  brands,   understand  China's  distribution
channels,  find joint ventures possibilities and relocate U.S. textile plants to
China.  Participation  from the U.S. side will include such  prominent  names as
Fruit of the Loom, Jockey and many others. Management is planning to conduct the
China  Buying Trip in May of each year and is also  planning  to conduct  buying
trips to other countries in fiscal year 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.

                                       14



                                 ASAP SHOW, INC.

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

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.

ELECTRONIC COMMERCE, A NEW WAVE OF INTERNATIONAL TRADE

The Company has utilized the  convenient  and powerful  Internet to  communicate
between buyers and sellers internationally.  The ISN was built with the buyer in
mind to make it user friendly to gain global apparel stock lot information.  The
Company has successfully  represented Fruit of the Loom,  Kellwood,  Factory 2-U
Stores,  Value City, and others to be their buyer's  agent.  The ASAP Show helps
promote the Company's ISN transaction  model to these buyers.  In addition,  the
Company  sometimes  acts as a  principal  to  purchase  merchandise  for presale
orders. The Company also represents some reputable  overseas  manufacturers with
non-refundable  monthly retainer payments as their U.S. sales agents.  ISN is in
its development stage.

GLOBAL FINANCIAL PLATFORM

The Company developed a patent-pending  global financial  platform,  levied with
CIT - a factoring accounts  receivable  guarantee  service.  This process allows
overseas  sellers to gain cash  advances  through their local bank and eliminate
the  need  for  letters  of  credit  to  sell  international  merchandise.   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. The GFP is in
its development  stage.  There can be no assurance as to when or if the GFP will
be utilized.

LOGISTICS, WAREHOUSE, SHIPPING AND INVOICE SERVICES

Logistics,  warehousing,  shipping and billing  services  are also  provided for
overseas manufacturers.

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.

                                       15



                                 ASAP SHOW, INC.

REVENUE MODEL

The ASAP Show

Currently, the ASAP Show charges $58 per square foot to exhibitors. The cost per
square foot is considered  costly in the U.S.  trade show  industry.  The reason
ASAP  exhibitors  are  willing to pay this high price is because  the  Company's
management partners with overseas governments to subsidize up to 50%-100% of the
exhibition  costs. The Company's  management  expertise in the apparel industry,
unique marketing concepts, services, educational seminars and relationships with
the foreign trade promotion  bureaus and associations set the Company apart from
competitors.

E-commerce Transactions

The Company charges a minimum of 5%-10% commission when representing U.S. buyers
who wish to utilize  the  Company as their  buying  agent to source  their goods
overseas.  The Company can also act as the  principal  to purchase  the pre-sold
merchandise  with a minimum  profit margin of 20%.  There is high demand for the
Company's  sourcing  abilities by the U.S.  apparel buyers and the Company is in
the process of selecting the U.S. apparel buyers it wants to represent.  This is
in its development stage.

Global Financial Platform

The Company developed a patent-pending  global financial  platform,  levied with
CIT - a factoring accounts  receivable  guarantee  service.  This process allows
overseas  sellers to gain cash  advances  through their local bank and eliminate
the  need  for  letters  of  credit  to  sell  international  merchandise.   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. The GFP is in
its development  stage.  There can be no assurance as to when or if the GFP will
be utilized.

CIT charges 1.5% of the invoice  value as its  non-recourse  factoring fee while
the Company  charges  0.5%.  The overseas  bank charges  interest for their cash
advances made to the seller.  The potential of eliminating  the letter of credit
to purchase overseas  merchandise  business  represents  billions of dollars per
year.  There were no  transactions  with for the six months  ended  November 30,
2005.

Logistics, Warehousing, Shipping and Billing

The Company charges  standard public  warehouse  charges for freight in and out,
warehouse storage,  shipping and billing charges for its exhibitors and overseas
manufacturers. These services are in their development stages.

RESULTS OF OPERATIONS

SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004

REVENUE

Revenues from transaction  sales for the six months ended November 30, 2005 were
$200,756,  an  increase  of  $139,006  or 225%  compared to $61,750 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.

                                       16



                                 ASAP SHOW, INC.

The gross  tradeshow  revenue  for the six months  ended  November  30, 2005 was
$754,575,  an increase of $19,911 or 3% compared to $734,664 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.

Gross  revenues from the buying trip for the six months ended  November 30, 2005
were $239,590. The first trip was to China in June 2005 and a second trip was to
Pakistan and Bangladesh in November 2005.

OPERATING EXPENSES

Operating  expenses  increased by $245,514,  or 19%, to  $1,505,730  for the six
months ended  November 30, 2005, as compared to  $1,260,216  for the same period
last year.  The increase in operating  expenses is primarily due to the increase
in professional fees and a slight increase in rent.  Professional fees increased
by $107,878 to $185,550 for the six months ended  November 30, 2005, as compared
to $77,672 for the same period last year. The increase in  professional  fees is
primarily  related to increased legal and accounting fees in connection with the
filing  of the  Company's  Form  10-SB and  related  amendments.  Rent  slightly
increased  by $6,860 to $30,380 for the six months  ended  November  30, 2005 as
compared to $23,520 for the same period last year.

NET LOSS (INCOME)

The Company  recorded a net loss of $348,115 for the six months  ended  November
30, 2005, an  improvement  of $121,768 as compared to a net loss of $469,883 for
the same period last year.  Such an  improvement  is mainly due to the  revenues
generated from buying trips and transaction sales of $440,346,  net of increases
in operating expenses of $245,514.

THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004

REVENUE

Gross  revenue from  transaction  sales for the three months ended  November 30,
2005 were  $80,037,  an increase of $45,992 or 135%  compared to $34,045 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.

The gross  tradeshow  revenue for the three months  ended  November 30, 2005 was
$34,460,  an increase of $34,460 or 100% compared to $0 for the same period last
year.  The gross trade show  revenue of $34,460 for this  quarter was the profit
sharing  revenues  from the sales of Material  World show  booths.  This revenue
stream was new in 2005.

                                       17



                                 ASAP SHOW, INC.

Gross revenues from the buying trip for the three months ended November 30, 2005
were $67,758.  This was the debut of the buying trip to Pakistan and  Bangladesh
in November 2005.

OPERATING EXPENSES

Operating  expenses  decreased  by  $315,366,  or 44%, to $397,088 for the three
months ended November 30, 2005, as compared to $712,454 for the same period last
year.  The  decrease in operating  expenses is primarily  due to the decrease in
payroll and ASAP Show expenses. Payroll decreased by $38,160 to $128,545 for the
three  months  ended  November  30,  2005,  as compared to $166,705 for the same
period last year. The ASAP Show and its marketing expenses increased by $353,741
to $33,663 for the three months ended  November 30, 2005 as compared to $387,404
for the same period last year.  In  addition,  the debut of the buying trip cost
the Company $77,514.

NET LOSS (INCOME)

The Company  recorded a net loss of $224,945 for the three months ended November
30, 2005,  an  improvement  of $457,460  from loss; as compared to a net loss of
$682,405 for the same period last year. Such an improvement  from loss is mainly
due to the reduction of operating expenses of $315,366,  net of the reduction of
net revenues  from  transaction  sales,  tradeshow  revenue and buying trip as a
whole.

LIQUIDITY AND CAPITAL RESOURCES

Excluding the line-of-credit from the shareholder,  the Company had a deficit in
working capital of approximately $127,000 as of November 30, 2005, primarily due
to the liabilities assumed from C-Me under the Transfer  Agreement.  During this
period,  the Company  had average  monthly  expenses of  approximately  $110,000
(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  $110,000  to
$120,000 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 November  30,  2005,  the Company has current  assets of
approximately $250,000. During the period approximately 60 to 90 days prior to a
trade show,  the Company pays certain  related  expenses such as hotel rooms and
ballrooms  in advance and records  such as prepaid  expenses.  Accordingly,  the
balance of prepaid expenses will be subject to seasonal fluctuations and will be
higher during  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, management believes the
Company  will have enough net working  capital to sustain its  business  through
November 2006 and beyond.

The Company has a revolving  line-of-credit  (the "Line")  from Frank Yuan,  the
Company's CEO and a significant shareholder,  which expires on September 1, 2006
and provides for  borrowings up to a maximum of $800,000,  as amended.  The Line
carries an interest rate of 8.0% per annum.  The balance as of November 30, 2005
was $684,811, including $18,835 of accrued interest.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer ("CEO") and Chief
Financial  Officer ("CFO"),  of the  effectiveness  of the Company's

                                       18



                                 ASAP SHOW, INC.

disclosure controls and procedures.  Based upon that evaluation, the CEO and CFO
concluded  that as of November 30, 2005 our  disclosure  controls and procedures
were effective in timely alerting them to the material  information  relating to
the Company  required to be included in the Company's  periodic filings with the
SEC, subject to the various  limitations on effectiveness  set forth below under
the heading,  "LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS," such that
the information relating to the Company, required to be disclosed in SEC reports
(i) is recorded,  processed,  summarized  and  reported  within the time periods
specified in SEC rules and forms,  and (ii) is accumulated  and  communicated to
the Company's  management,  including our CEO and CFO, as  appropriate  to allow
timely decisions regarding required disclosure." (b) Changes in internal control
over  financial  reporting.  There has been no change in the Company's  internal
control over financial  reporting that occurred  during the fiscal quarter ended
November  30, 2005 that has  materially  affected,  or is  reasonably  likely to
materially affect, the Company's internal control over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS

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

PART II - OTHER INFORMATION

ITEM 1.  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

                                       19



                                 ASAP SHOW, INC.

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 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

None.

                                   SIGNATURES

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

ASAP SHOW, INC.
(Registrant)

Date:    02/07/2006      /s/ Frank S. Yuan
 -------------------     -------------------------------------------------------
                         Frank S. Yuan, Chairman, Chief Executive Officer

                                       20