# RTB Digital, Inc.: Form 10-K/A for the period ended Dec 31, 2016 - Company: [RTB Digital, Inc.](/companies/rtb.md) (CIK 1419275) - Form: 10-K/A - Filed: 2017-05-22 - Accepted by EDGAR: May 19, 2017, 17:58 ET - Period: 2016-12-31 - Accession: 0001185185-17-001237 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1419275/000118518517001237/asapexpo10ka123116.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1419275/000118518517001237/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2016-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2016-01-01 to 2016-12-31 | $1.7m | us-gaap:Revenues | | Cost of revenue | 12 months, 2016-01-01 to 2016-12-31 | $817.3k | us-gaap:CostOfRevenue | | Gross profit | 12 months, 2016-01-01 to 2016-12-31 | $898.2k | us-gaap:GrossProfit | | Operating income | 12 months, 2016-01-01 to 2016-12-31 | $113.4k | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2016-01-01 to 2016-12-31 | $22.1k | us-gaap:InterestExpense | | Income tax | 12 months, 2016-01-01 to 2016-12-31 | $37.0k | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2016-01-01 to 2016-12-31 | $57.9k | us-gaap:NetIncomeLoss | | Diluted EPS | 12 months, 2016-01-01 to 2016-12-31 | $0.00 | us-gaap:EarningsPerShareDiluted | | Diluted shares (weighted) | 12 months, 2016-01-01 to 2016-12-31 | 14,445,363 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2016-01-01 to 2016-12-31 | −$57.8k | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2016-01-01 to 2016-12-31 | $3.7k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Cash and equivalents | at 2016-12-31 | $32.8k | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2016-12-31 | $62.4k | us-gaap:AssetsCurrent | | Total assets | at 2016-12-31 | $123.0k | us-gaap:Assets | | Current liabilities | at 2016-12-31 | $111.2k | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2016-12-31 | $736.9k | us-gaap:Liabilities | | Long-term debt | at 2016-12-31 | $2.5k | us-gaap:LongTermDebtNoncurrent | | Current portion of debt | at 2016-12-31 | $4.9k | us-gaap:LongTermDebtCurrent | | Shareholders' equity | at 2016-12-31 | −$613.9k | us-gaap:StockholdersEquity | ## Business As filed, 1,831 characters. ASAP Expo, Inc. (“ASAP Expo” or the “Company” or “We” or “Our”) d.b.a. ASAP International Holdings Inc., was incorporated on April 10, 2007 under the laws of the State of Nevada. ASAP Expo is a company that operates commercial real estate consulting for Chinese Institutions and high net worth individuals. Our mission is to be the bridge between China and the Western world. Commercial Real Estate division provides Chinese institutional and high net worth individual home office with all real estate related services focusing on hospitality including acquisition advisory, financing, asset management, and strategic repositioning. Our international reach, scope of services and dedication to achieving the best results ensures our clients gain competitive advantage. In the hospitality acquisition side, we represent buyers at all stages of the process, from advice on selection and location to opportunity sourcing, due diligence and secure the debt financing. Our clients have the advantage of our local market knowledge and contacts in capital markets around the globe, as well as our deep experience in real estate strategy and management. This means a broader value perspective on property utilization prospects—not to mention a finger on the pulse of real-time market conditions at any moment. ### EMPLOYEES As of December 31, 2016, ASAP Expo employed 5 full-time employees. The Company believes that relations with its employees are good. ### COMPETITORS According to the management’s best information, there are currently a limited number of similar investment consulting and commercial real estate firms in the market who focuses on similar Chinese clients, but, in the future, there might be other new players that enter into the business and compete with us, despite the intellectual and financial capital required. ## Risk factors As filed, 16,098 characters. 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. ### GOVERNMENT REGULATION We are subject to all applicable laws, policies and regulations that govern the financial guarantee industry in China, including those adopted by China’s central bank, the People’s Bank of China (“PBOC”), which sets monetary policy and, together with the State Administration of Foreign Exchange (“SAFE”), foreign-exchange policies. According to the 1995 Central Bank law, the State Council maintains oversight of PBOC policies. Regulations were recently promulgated by State Development and Reform Commission, or SDRC, and SAFE, that require registration with, and approval from, PRC government authorities in connection with direct or indirect offshore investment activities by individuals who are PRC residents and PRC corporate entities. These regulations may apply to the Company’s future offshore or cross-border acquisitions, as well as to the equity interests in offshore companies held by the Company’s PRC shareholders who are considered PRC residents. The Company intends to make all required applications and filings and will require the shareholders of the offshore entities in the Company’s corporate group who are considered PRC residents to make the application and filings as required under these regulations and under any implementing rules or approval practices that may be established under these regulations. However, because these regulations are relatively new and lacking implementing rules or reconciliation with other approval requirements, it remains uncertain how these regulations and any future legislation concerning offshore or cross-border transactions will be interpreted and implemented by the relevant government authorities. The approval criteria by SDRC agencies for outbound investment by PRC residents are not provided under the relevant SDRC regulations. Also, the criteria for registration with SAFE agencies, and whether such registration procedure is discretionary, are still uncertain as the criteria, if any, are not provided for under relevant SDRC regulations. Furthermore, there is a lack of relevant registration precedents for us to determine the registration criteria in practice. Accordingly, the Company cannot provide any assurances that we will be able to comply with, qualify under or obtain any registration or approval as required by these regulations or other related legislations. Further, we cannot assure you that our shareholders would not be considered PRC residents, given uncertainties as to what constitutes a PRC resident for the purposes of the regulation, or that if they are deemed PRC residents, they would (or would be able to) comply with the requirements. Our failure or the failure of our PRC resident shareholders to obtain these approvals or registrations may restrict our ability to acquire a company outside of China or use our entities outside of China to acquire or establish companies inside of China, which could negatively affect our business and future prospects. As a U.S. public company, we are also subject to Federal and state securities laws. **WE ARE SUBJECT TO UNITED STATES GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY’S BUSINESS.** The primary source of income of the Company’s commercial real estate Division is from the hotels bought by Chinese large corporations and high-net worth individuals. Capital transferred into the United States are heavily regulated by the United States government. If the United States government imposes limitations on accepting investment from China, it will adversely affect the Company’s business. **WE ARE SUBJECT TO FOREIGN GOVERNMENT REGULATIONS WHICH COULD ADVERSELY AFFECT THE COMPANY’S BUSINESS.** The primary source of income of the Company’s Commercial Real Estate Division is from overseas investors purchasing Hotels in the U.S. Foreign governments may advise their approval to allow investment abroad. Such policies could adversely affect the Company’s commercial real estate transaction consultant revenue. ### LIMITED OPERATING HISTORY Until February 28, 2009, the Company operated a business consisting of organizing trade shows and events. The Company abandoned this line of business in March of 2009 and the Company entered the investment consulting business full time. In mid-2012, the Company switched its business direction to be a consultant company to assist Chinese Institution and high net individuals acquire U.S. hotels and perform asset management role after acquired. ### LIMITED PUBLIC MARKET FOR THE COMPANY’S COMMON STOCK There is currently a limited public market for the shares of the Company’s common stock. There can be no assurances that such limited market will continue or that any shares of the Company’s common stock may be sold without incurring a loss. The market price of the Company’s common stock may not necessarily bear any relationship to the Company’s book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for its common stock in the future. Further, the market price for the Company’s common stock may be volatile depending on a number of factors, including business performance, industry dynamics, news announcements or changes in general economic conditions. ### LOW-PRICED STOCKS The Company’s common stock is currently listed for trading on the OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which make it more difficult for the Company’s shareholders to conduct trades. It may also make it more difficult for the Company to obtain future financing. Further, the Company’s securities are subject to the “penny stock rules” adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that the Company remains subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for the Company’s securities. Because the Company’s securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of the Company’s securities. Further, for companies whose securities are traded in the over-the-counter market, it is more difficult to obtain accurate quotations and to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies. ### NO DIVIDENDS The Company has not paid any dividends on its common stock to date and there are no plans for paying dividends on its common stock in the foreseeable future. The Company intends to retain earnings, if any, to provide funds for the execution of its business plan. The Company does not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of common stock will receive any additional cash, stock or other dividends on their shares of common stock until the Company has funds, which our board of directors determines can be allocated to dividends. ### INTERNAL POLITICAL RISKS Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on the Company’s business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice. In addition, the Chinese government could enact laws which restrict or prohibit the Company from conducting its surety and loan guarantees. ### RISKS RELATED TO LIMITATIONS ON THE LIABILITY OF OUR DIRECTORS TO OUR SHAREHOLDERS Our articles of incorporation provide, as permitted by governing Nevada law, that our directors shall not be personally liable to our stockholders for monetary damages for breach of fiduciary duty as a director, with certain exceptions. Our bylaws require us to provide mandatory indemnification of directors to the fullest extent permitted by Nevada law, except for matters arising under the securities laws of the United States. Further, we may elect to adopt forms of indemnification agreements to cover directors and officers. These provisions and agreements may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by shareholders on behalf of us against a director. ### RISKS ASSOCIATED WITH PAYMENT SECURITIES To the extent the Company receives Payment Securities as payment for the performance of investment banking services, the financial status of the Company will be affected by the volatility of these securities for as long as they are held by the Company. You may lose money on your investment in the Company if the value of the Payment Securities declines. The risks affecting the value of the Payment Securities are described below: ### MARKET RISK Stock prices are volatile. Market risk refers to the risk that the value of Payment Securities in the Company’s portfolio may decline due to daily fluctuations in the securities markets generally. The Company’s financial performance will change periodically based on many factors that may generally affect the stock market, including fluctuation in interest rates, national and international economic conditions and general equity market conditions. In a declining stock market, stock prices for all companies (including those in the Company’s portfolio) may decline, regardless of their long-term prospects. ### SMALL COMPANY RISK The Company may hold Payment Securities of smaller companies. Stocks of smaller companies may have more risks than those of larger companies. In general, smaller companies have less experienced management teams, serve smaller markets, and find it more difficult to obtain financing for growth or potential development than larger companies. Due to these and other factors, small companies may be more susceptible to market downturns, and their stock prices may be more volatile than those of larger companies. ### BUSINESS AND SECTOR RISK From time to time, a particular set of circumstances may affect a particular industry or certain companies within an industry, while having little or no impact on other industries or other companies within the industry. For instance, economic or market factors; regulation or deregulation; and technological or other developments may negatively impact all companies in a particular industry. To the extent the Company invests heavily in a particular industry that experiences such a negative impact, the Company’s portfolio will be adversely affected. ### INTEREST RATE RISK Increases in interest rates typically lower the present value of a company’s future earnings stream. Since the market price of a stock changes continuously based upon investors’ collective perceptions of future earnings, stock prices will generally decline when investors anticipate or experience rising interest rates. ### ISSUER RISK The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. ### WE DEPEND ON THE RELIABILITY OF OUR SERVICES. As a member of the service industry, the Company is dependent upon the reliability of its consulting advice. There is no guarantee that the Company will be able to provide reliable services. Even though the Company is a unique niche services firm, there is no guarantee that other investment advisory firms 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 the Company. In addition, there is no guarantee that the Company 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 the Company. **WE HAVE A SHAREHOLDERS’ DEFICIT OF $613,856 AS OF DECEMBER 31, 2016 AND HAVE RECEIVED AN OPINION FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REGARDING SUBSTANATIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.** We have history of operating losses. As of December 31, 2016, shareholders’ deficit is $613,856. These losses have resulted principally from expenses incurred for general and administrative, payroll and interest. 2011 is the first year we had profit. No assurances can be given as to whether we will continue to be profitable. Our independent registered public accounting firm has added an explanatory paragraph to their report of independent registered public accounting firm issued in connection with the financial statements for the year ended December 31, 2016 relative to the substantial doubt about our ability to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. **OUR BUSINESS AND GROWTH WILL SUFFER IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL THAT ARE IN HIGH DEMAND.** Our future success depends on our ability to attract and retain highly skilled personnel. In general, qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand. If we are unable to successfully attract or retain the personnel we need to succeed, we will be unable to implement our business plan. ### WE HAVE LIMITED BUSINESS INSURANCE COVERAGE. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources. ## Properties As filed, 327 characters. The Company’s executive offices in the United States are leased from one of its executives and located at 9436 Jacob Lane, Rosemead, CA 91770. Its telephone number is (310) 266-6890. The Company currently leases approximately 2,800 square feet of office space from a related party with $3,500 per month on month to month basis. Filed May 22, 2017. Source: SEC EDGAR, the filing index for accession 0001185185-17-001237. Last ingested by Listed: Nov 4, 2026, 18:58 ET. No prices; not investment advice.