~~U.S.~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)
☒	QUARTERLYREPORTUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly periodended ~~September 30, 2017~~March 31, 2021

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from ______________ to ______________

Commission file number: ~~001-51554~~001-34294

~~ASAP EXPO, INC.~~GREENBOX POS

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

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

3131 Camino Del Rio North, Suite 1400 ~~9436 Jacob Lane, Rosemead,~~SanDiego, CA ~~91770~~	~~91770~~92108
~~(Address~~ (Address of principal executive offices)	~~(Zip~~ (Zip Code)

~~Issuer's~~

(619)-631-8261

(Registrant’s telephone ~~number:~~ number, including area code)

~~(213) 625-1200~~8880 RIO SAN DIEGO DR., SUITE 102, SAN DIEGO, CA, 92108

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	GBOX	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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 ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated filer"~~” “accelerated filer,” “smaller reporting company,” and ~~"smaller reporting company"~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ ☒	Smaller reporting company ☒
~~(Do not check if a smaller reporting company)~~	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares outstanding of the ~~issuer's~~issuer’s classes of common equity, as of ~~November 14, 2017, 14,445,363~~May 12, 2021 was 41,905,571 Shares of Common Stock (One Class)

~~Transitional Small Business Disclosure Format: Yes~~ ☐ No ☒

TABLE OF CONTENTS

		Page
PART IConsolidated Financial Information

Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 (unaudited) and December 31, ~~2016~~2020	3
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)	5 6
	Notes to (unaudited) Condensed Consolidated Financial Statements	6 7

Item 2.	~~Management's~~Management’s Discussion and Analysis or Plan of Operation	11 19
Item 3.	Controls and Procedures	15 24

PART II Other Information

Item 1.	Legal Proceedings	16 25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16 25
Item 3.	Defaults Upon Senior Securities	16 25
Item 4.	~~Submission of Matters to a Vote of Security Holders~~Mine Safety Disclosures	16 25
Item 5.	Other Information	16 25
Item 6.	Exhibits	16 25
Signatures		17 26

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASAP EXPO, INC.
CONDENSED BALANCE SHEETS

September 30, December 31,
2017 2016
(Unaudited)

ASSETS
Current Assets
Cash $ 37,582 $ 32,761
Due from affiliated companies 20,275 29,608
Total Current Assets 57,857 62,369

Furniture and equipment, net 81,765 60,675

Total Assets $ 139,622 $ 123,044

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses $ 145,323 $ 69,957
Auto loan, current 3,979 4,905
Income tax payable 96,424 36,334
Total Current Liabilities 245,726 111,196

Long-Term Liabilities
Auto loan, noncurrent 17,271 2,453
Equipment loan, noncurrent 12,299 12,299
Note payable, officers 422,269 610,952
Total Long-Term Liabilities 451,839 625,704

Total Liabilities 697,565 736,900

Stockholders' Deficit
Preferred stock, 5,000,000 shares authorized; zero shares issued and outstanding - -
Common stock, $.001 par value, 495,000,000 shares authorized,
14,445,363 and 14,445,363 shares issued and outstanding at September 30, 2017 and December 31, 2016
14,445 14,445
Additional paid in capital (902,272 ) (902,272 )
Retained earnings 329,884 273,971
Total Stockholders' Deficit (557,943 ) (613,856 )

Total Liabilities and Stockholders' Deficit $ 139,622 $ 123,044

GREENBOX POS

CONSOLIDATED BALANCE SHEETS

	*March 31,*			*December 31,*
	*2021*			*2020*

ASSETS

Current Assets:
Cash and cash equivalents	$	35,696,589		$	-
Restricted cash		-			1,832,735
Accounts receivable, net		10,000			10,000
Accounts receivables from fines and fees from merchant, net of allowance for bad debt of $6,665,031 and $6,665,031, respectively.		2,789,230			2,789,230
Cash due from gateways, net		11,848,709			7,303,949
Prepaid and other current assets		2,452,753			70,130
Total current assets		52,797,281			12,006,044

Non-current Assets:
Property and equipment, net		62,362			57,264
Operating lease right-of-use assets, net		87,837			117,795
Other assets		81,636			81,636
Total non-current assets		231,835			256,695

Total assets	$	53,029,116		$	12,262,739


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	178,038		$	210,094
Other current liabilities		98,995			68,138
Payment processing liabilities, net		5,355,115			10,199,956
Note payable, payroll protection plan loan		272,713			272,713
Convertible debt, net of debt discount of $0 and $2,993,408, respectively		-			856,592
Current portion of operating lease liabilities		89,017			120,110

Total current liabilities		5,993,878			11,727,603
Long-term debt		149,900			149,900

Total liabilities		6,143,778			11,877,503

Commitments and contingencies

Stockholders' Equity:
Common stock, par value $0.001, 82,500,000 shares authorized, shares issued and outstanding of 40,917,331 and 30,710,646, respectively		40,918			30,711
Additional paid-in capital		71,898,401			12,079,074
Accumulated deficit		(25,053,981	)		(11,724,549	)
Total stockholders' equity		46,885,338			385,236

Total liabilities and stockholder's equity	$	53,029,116		$	12,262,739

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

Table of Contents

ASAP EXPO, INC.
CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

Revenues:
Consulting fees $ 288,160 $ 198,500 $ 1,117,960 $ 1,168,022
Management Fee 18,000 - 61,200 -
Total revenues 306,160 198,500 1,179,160 1,168,022

Cost of Sales
Consulting expense 42,400 64,000 436,100 679,797
Total cost of sales 42,400 64,000 436,100 679,797

Gross Profit 263,760 134,500 743,060 488,225

Operating expenses:
General and administrative 212,255 251,946 604,797 610,909
Total operating expenses 212,255 251,946 604,797 610,909

Income from operations 51,505 (117,446 ) 138,263 (122,684 )

Other Income (Expense)
Other income - - - 15,000
Capital gain - - 5,277 -
Interest expense (7,407 ) (5,870 ) (26,737 ) (16,049 )
Total other income (expense), net (7,407 ) (5,870 ) (21,460 ) (1,049 )

Income before income taxes 44,098 (123,316 ) 116,803 (123,733 )
Income taxes provision 21,943 551 60,890 (111 )

Net (loss) Income $ 22,155 $ (123,867 ) $ 55,913 $ (123,622 )

Net income (loss) per common share
Basic and diluted
$ 0.00 $ (0.01 ) $ 0.00 $ 0.01

Weighted average common shares outstanding
Basic and diluted
14,445,363 14,445,363 14,445,363 14,445,363

GREENBOX POS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	*Three Months Ended March 31,*
	*2021*			*2020*

Net revenue	$	4,749,441		$	187,205
Cost of revenue		1,593,771			247,305

Gross profit (loss)		3,155,670			(60,100	)

Operating expenses:
Advertising and marketing		24,725			11,885
Research and development		653,381			286,548
Payroll and payroll taxes		559,201			402,462
Professional fees		457,752			212,298
General and administrative		566,195			142,050
Stock compensation for employees		797,613			4,130
Stock compensation for services		9,453,825			-
Depreciation and amortization		6,009			5,376
Total operating expenses		12,518,701			1,064,749

Loss from operations		(9,363,031	)		(1,124,849	)

Other income (expense):
Interest expense - debt discount		(2,993,408	)		(30,076	)
Interest expense		(594,258	)		(288,590	)
Changes in fair value of derivative liability		-			(3,822,385	)
Merchant liability settlement		(364,124	)		-
Merchant fines and penalty income		-			24,060
Other income or expense		(14,611	)		-
Total other expense, net		(3,966,401	)		(4,116,991	)

Loss before provision for income taxes		(13,329,432	)		(5,241,840	)

Income tax provision		-			-

Net loss	$	(13,329,432	)	$	(5,241,840	)


Earnings (loss) per share:
Basic and diluted	$	(0.38	)	$	(0.18	)

Weighted average number of common shares outstanding:
Basic and diluted		34,917,106			28,993,402

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

Table of Contents

ASAP EXPO, INC.
CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Nine Months Ended September 30,
2017 2016
Operating Activities:
Net Income (loss) $ 55,913 $ (123,622 )
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation expense 8,085 7,734
Capital gain (5,277 ) -
Changes in operating assets and liabilities:
Accounts payable and accrued expenses 75,366 (28,176 )
Income tax payable 60,090 (55,255 )

Net cash provided by (used in) operating activities 194,177 (199,319 )

Investing Activities:
Acquisitions of property and equipment (7,240 ) (3,655 )
Payment from affiliated company 9,333 40,170

Net cash provided by (used in) investing activities 2,093 36,515

Financing Activities:
Payments on auto loan (2,766 ) (4,088 )
Payments on equipment loan - (5,271 )
Advance from (Repayment to) affiliated company - 40,487
Proceeds from borrowings on note payable from officers 324,508 140,000
Repayments of borrowings on note payable from officers (513,191 ) (20,000 )

Net cash provided by (used in) financing activities (191,449 ) 151,128

Net increase (decrease) in cash 4,821 (11,676 )

Cash, beginning of period 32,761 46,672

Cash, end of period $ 37,582 $ 34,996

Supplemental disclosures of cash flow information:
    Cash paid during the period
        Interest $ 751 $ 369
        Income taxes $ 800 $ 55,144

Non-cash investing and financing activities:
Vehicle purchased through auto loan $ 22,789 $ 17,570

GREENBOX POS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Common Stock								Additional Paid-In			Accumulated			Total Stockholders' Equity
	Shares		Amount		To be Issued		Amount		Capital			Deficit			(Deficit)

Balance at December 31, 2020		30,710,645	$	30,711		-	$	-	$	12,079,074		$	(11,724,549	)	$	385,236

Common stock issued for exercise of warrant		1,777,778		1,778		-		-		3,518,222			-			3,520,000

Common stock issued for conversion of convertible debt		1,944,444		1,944		-		-		3,848,056			-			3,850,000

Common shares issued for restricted shares to executive		83,333		83		-		-		(83	)		-			-

Common stock issued for services		783,859		784		-		-		9,453,041			-			9,453,825

Common stock issued for interest for convertible debt		96,664		97		-		-		594,258			-			594,355

Common stock issued for non-cash stock option exercise		39,332		39		-		-		(39	)		-			-

Common stock issued for stock options exercised		5,500		6		-		-		2,244			-			2,250

Issuances of common stock, net of issuance costs of $4,305,758		4,772,500		4,773		-		-		45,800,718			-			45,805,491

Payment for previous common stock repurchased under treasury method		-		-		-		-		(4,194,000	)		-			(4,194,000	)

Issuances of common stock from previous unregistered shares		703,276		703		-		-		(703	)		-			-

Stock compensation expense		-		-		-		-		797,613			-			797,613

Net loss		-		-		-		-		-			(13,329,432	)		(13,329,432	)

Balance at March 31, 2021		40,917,331	$	40,918		-	$	-	$	71,898,401		$	(25,053,981	)	$	46,885,338

	Common Stock										Additional Paid-In		Accumulated			Total Stockholders' Equity
	Shares		Amount		To be Issued			Amount			Capital		Deficit			(Deficit)

Balance at December 31, 2019		28,310,489	$	28,310		115,854		$	116		$	1,321,404	$	(6,717,169	)	$	(5,367,339	)

Shares issuable adjustment		-		-		(115,854	)		(116	)		116		-			-

Common stocks issued for settlement of convertible notes		1,000,000		1,000		-			-			114,550		-			115,550

Common stock issued for professional fees		9,833		10		-			-			4,120		-			4,130

Net loss		-		-		-			-			-		(5,241,840	)		(5,241,840	)

Balance at March 31, 2020		29,320,322	$	29,320		-		$	-		$	1,440,190	$	(11,959,009	)	$	(10,489,499	)

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

Table of Contents

GREENBOX POS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	*Three Months Ended March 31,*
	*2021*			*2020*

Cash flows from operating activities:
Net loss	$	(13,329,432	)	$	(5,241,840	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		6,010			5,376
Interest expense - debt discount		2,993,408			30,076
Stock compensation expense for employees		797,613			4,130
Stock compensation expense for services		9,453,825			-
Shares issued for interest		594,355			-
Changes in fair value of derivative liability		-			3,822,385
Noncash lease expense		(1,135	)		4,406
Changes in assets and liabilities:
Accounts receivable		-			37,205
Prepaid and other current assets		(2,382,623	)		(42,614	)
Cash due from gateways, net		(4,544,760	)		5,024,520
Accounts payable		(32,056	)		(6,271	)
Other current liabilities		30,857			(15,100	)
Accrued interest		-			7,135
Payment processing liabilities, net		(4,844,841	)		(3,361,564	)
Net cash provided by (used in) operating activities		(11,258,779	)		267,844

Cash flows from investing activities:
Purchases of property and equipment		(11,108	)		(12,564	)
Net cash used in investing activities		(11,108	)		(12,564	)

Cash flows from financing activities:
Repayments on convertible debt		-			(270,000	)
Borrowings from short-term notes payable		-			(441,911	)
Proceeds from stock option exercises		2,250			-
Proceeds from exercise of warrant		3,520,000			-
Repurchase of common stock from stockholder		(4,194,000	)		-
Proceeds from issuances of common stock		45,805,491			-
Net cash provided by financing activities		45,133,741			(711,911	)

Net increase (decrease) in cash, cash equivalents, and restricted cash		33,863,854			(456,631	)

Cash, cash equivalents, and restricted cash – beginning of period		1,832,735			763,110

Cash, cash equivalents, and restricted cash – end of period	$	35,696,589		$	306,479


Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	-		$	339,505
Income taxes	$	-		$	800

Disclosures of non-cash activities under investing activities:
Convertible debt converted to common stock	$	3,850,000		$	57,500
Interest accrual from convertible debt converted to common stock	$	-		$	58,050

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

~~ASAP EXPO, INC.~~

Table of Contents

GREENBOX POS

NOTES TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~ORGANIZATION~~

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Organization

GreenBox POS (the “Company” or “PubCo”) is a tech company formed with the intent of developing, marketing and selling innovative blockchain-based payment solutions, which the Company believes will cause favorable disruption in the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger.

The Company was formerly known as ASAP Expo, ~~Inc. ("ASAP Expo" or the "Company"~~Inc (“ASAP”) ~~d.b.a. ASAP International Holdings,~~, which was incorporated on April 10, 2007 under the laws of the State of Nevada.

~~ASAP Expo is~~ On January 4, 2020, PubCo and GreenBox POS LLC, a ~~holding~~Washington limited liability company ~~that operates commercial real estate consulting for Chinese Institutions~~(“PrivCo”), entered into an Asset Purchase Agreement (the “Agreement”), to memorialize a verbal agreement (the “Verbal Agreement”) entered into on April 12, 2018, by and ~~high net worth individuals. Our mission is~~among PubCo (the buyer) and PrivCo, which was formed on August 10, 2017 (the seller). On April 12, 2018, pursuant to be the ~~bridge between China~~Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and ~~the Western world.~~

~~ASAP Commercial Real Estate division advisory provides Chinese institutions~~payment system business, point of sale system business, delivery business and ~~high net worth individuals with all real estate related services focusing on hospitality including acquisition advisory, financing, asset management,~~kiosk business, bank and ~~strategic repositioning.~~

On the hospitality acquisition side, we represent buyers at all stages of the process, from advice on selection of brands, location, opportunity sourcing and due diligence to securing debt financing. Our clients have the advantage of our local market knowledge and contacts in capital markets around the globe,merchant accounts, as well as ~~our deep experience~~all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in ~~real estate strategy~~the normal course of the GreenBox Business (the “GreenBox Acquisition”).

For accounting and ~~management.~~

~~Prior~~reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.”

Name Change

On May 3, 2018, PubCo formally changed its name to ~~July 2011,~~GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. Unless the ~~investment banking services division was~~context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “PubCo” refer to GreenBox POS. Unless the ~~core business~~context otherwise requires, all references to “PrivCo” or the “Private Company” refer to GreenBox POS LLC, a limited liability company, formed in the state of ~~ASAP Expo. ASAP Expo helped small~~Washington.

Basis of Presentation and ~~medium sized businesses raise funds~~Consolidation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements include the combined accounts of PubCo and ~~promote business through capital markets.~~

~~In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services from investment banking advisory services for Chinese companies.~~

PrivCo. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”).

Unaudited Interim Financial Information

These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, ~~2017.~~

2021.

The balance sheets and certain comparative information as of December 31, ~~2016~~2020 are derived from the audited financial statements and related notes for the year ended December 31, ~~2016 ("2016~~2020 (“2020 Annual Financial ~~Statements"~~Statements”), included in the ~~Company's 2016~~Company’s 2020 Annual Report on Form 10-K. These unaudited interim financial statements should be read in conjunction with the ~~2016~~2020 Annual Financial Statements.

~~BASIS OF PRESENTATION~~

~~The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~

Use of ~~America.~~

~~CASH AND CASH EQUIVALENTS~~

Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has no cash equivalents as of September 30, 2017 and December 31, 2016, respectively.

~~GOING CONCERN~~

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

~~Table of Contents~~

At September 30, 2017, the Company had a stockholders' deficit of $557,943 and a negative working capital of $187,869, which mainly resulted from the accumulated deficit of its former parent company that was transferred to the Company upon its spin-off from the parent company, and a lack of profitable operating history. The Company hopes to increase revenues from its real estate business and financial advisory services business. In the absence of significant increases in revenues, the Company intends to fund operations through additional debt and equity financing arrangements. The successful outcome of future activities cannot be determined at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. These factors raise substantial doubt about the Company's ability to continue as a going concern.

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

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

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

~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~

The Company's financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

~~Fair Value Measurements~~

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

~~Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.~~

The Company's financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments.

~~USE OF ESTIMATES~~

Estimates

The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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The Company’s cash, cash equivalent and Restricted cash represents the following:

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.

The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees.

In 2021 and 2020 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released.

Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed.

Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $24,725 and $11,885 for the three months ended March 31, 2021 and 2020, respectively.

Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $653,381 and $286,548 for the three months ended March 31, 2021 and 2020, respectively.

~~Revenues~~606.

The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured.

The Company generates revenue from payment processing services, licensing fees and equipment sales.

●

Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed.

●

Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement.

●

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped.

Accounts Receivable and Allowance for Bad Debt

The Company maintains an allowance for doubtful accounts for estimated losses from the inability of customers to make required payments. The allowance for doubtful accounts is evaluated periodically based on the aging of accounts receivable, the financial condition of customers and their payment history, historical write-off experience and other assumptions, such as current assessment of economic conditions.

Property and Equipment

Property and equipment are ~~mainly consulting fees.~~ stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period.

Fair Value of Financial Instruments

The ~~consulting fees~~Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are ~~recognized when earned. Consulting fees~~inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from ~~real estate advisory services~~sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are ~~subject~~observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to ~~refund are recorded as deferred revenue until~~develop its own assumptions.

The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the ~~project is completed and the fees are no longer refundable.~~short maturity of these instruments.

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~~INCOME TAXES~~

GREENBOX POS

NOTES TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

~~EARNINGS PER SHARE~~

Long-Lived Asset Impairments

The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows.

Earnings Per Share

A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The ~~Company's~~Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, as there are no potential shares outstanding that would have a dilutive effect.

~~NOTE 2 - PROPERTY AND EQUIPMENT~~

~~Equipment consists~~

Reverse Common Stock Split (1 for 6)

On February 17, 2021, the Company effected a reverse stock split of the ~~following:~~

September 30, December 31,
2017 2016
Furniture & Fixtures $ 35,812 $ 35,159
Office Equipment 10,509 6,740
Automobile 27,657 24,527
Leasehold Improvements 24,527 21,710
98,505 88,136
Less: Accumulated depreciation (16,740 ) (27,461 )
$ 81,765 $ 60,675

~~NOTE 3 - RELATED PARTY TRANSACTIONS~~

~~At September 30, 2017~~Company’s shares of common stock outstanding and December 31, 2016, ASAP Expo was owed $20,275 and $29,608 from affiliated companies in which ASAP Expo's officers are also owners and officers. The advance has no written note, is non-interest bearing and payable on demand toa proportional decrease of the Company’s authorized shares of common stock at a ratio of one-for-six (the “Stock Split”). Following the Stock Split, the Company has 82,500,000 shares of common stock authorized (the number of authorized shares of Preferred Stock remains 5,000,000). As a result, common shares information has been retrospectively restated accordingly in the financial statements as of and ~~expected to be paid within one year.~~

~~For~~for the three months ended ~~September 30, 2017~~March 31, 2020.

Recently Adopted Accounting Updates

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and ~~2016, consulting fees from affiliates was $278,525~~adds certain disclosure requirements for fair value measurements, and ~~$198,500, respectively.~~

~~For the nine months ended September 30, 2017~~is effective for fiscal years, and ~~2016, consulting fees from affiliates was $579,525 and $719.572, respectively.~~

for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company ~~has~~adopted ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and the adoption did not have any impact to the Company’s financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a ~~revolving line~~Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of ~~credit totaling $1,800,000 with Frank Yuan and certain members of his family. The line of credit bears interest at 6% per annum starting October 1, 2010, 10% prior to October 1, 2010 and~~a hosting arrangement that is ~~due upon demand, as amended. On December 31, 2014,~~a service contract is not affected by the ~~convertible note was amended to waive the right of conversion~~proposed amendments and will continue to be ~~used~~expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a ~~line~~description of ~~credit. During~~ the ~~nine months ended September 30, 2017~~nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and ~~2016,~~for interim periods within those fiscal years, beginning after December 15, 2019, and can be adopted either prospectively or retrospectively. Accordingly, the Company ~~incurred interest expense totaling $25,964 and $15,515~~adopted the updated disclosure requirements of ASU No. 2018-15 prospectively in ~~connection~~the first quarter of fiscal 2020, coinciding with the ~~Line. The balance of~~standard’s effective date, and the ~~note payable as of September 30, 2017 was $422,269. The balance of the note payable as of December 31, 2016 was $610,952 including accrued interest of $312,750 which was transferred~~adoption did not have any impact to the ~~principal at December 31, 2016.~~

Company’s financial statements.

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~~Currently,~~

GREENBOX POS

NOTES TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740, Income Taxes, while also clarifying and amending existing guidance, including interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 in the first quarter of fiscal 2020 and the adoption did not have any impact to the Company’s financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this standard apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this standard are elective and are effective upon issuance for all entities. The Company is ~~leasing office space~~evaluating the expedients and exceptions provided by the amendments in this standard to determine their impact.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

3.	SETTLEMENT PROCESSING

The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, GreenBox uses proprietary, private ledger technology to verify every transaction conducted within the GreenBox ecosystem. The verification of transaction data comes from ~~its officer under~~trusted partners, all of whom have been extensively vetted by us. GreenBox facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a ~~month by month basis.~~chain of blockchain instructions to our ledger manager system.

When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The ~~lease provides for monthly lease payments~~issuance of ~~$3,500.~~

~~The son of the Company's officer ("Son") periodically receives salary from the Company for works performed. During nine months ended September 30, 2017, The Son received salary of $120,000.~~

~~NOTE 4 - AUTO LOAN~~

~~In April 2017, the Company traded-in its old vehicle for~~tokens is accomplished when we load a ~~new vehicle~~virtual wallet with a ~~financing agreement~~token, which then transfers credits to the merchant’s wallet on a dollar for dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of ~~$4,868 down and 2.39% interest. Future minimum payments~~each transaction can take days to weeks, depending upon contract terms between us and the ~~obligations due under~~gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the ~~auto loan are~~case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as ~~follows:~~

For the Year Ended December 31:
2017 $ 658
2018 3,995
2019 4,091
2020 4,190
2021 4,291
2022 4,025
Less Current Portion 3,979
Long Term Portion $ 17,271

~~NOTE 5 - EQUIPMENT LOAN~~

~~In September 2015,~~cash deemed restricted within our operating accounts. We record the ~~Company installed~~total of such funds as Cash held for Settlements – a solar system on its leased office for $17,570 with a 30-year loan at 5.49% interest. Each payment date, the Company will pay at least the "Total Amount Due" that is displayed on the monthly bill. The Total Amount Due will beCurrent Asset. Of these funds, we record the sum ~~of all past~~balance due ~~amounts plus the "Current Monthly Payment" that will be displayed on the monthly bill. Current Monthly Payments will be calculated~~to Merchants and ISOs as follows: the amount of kWh produced for the preceding month by the system; multiplied by the applicable agreed Equivalent Rate per kWh. The "Equivalent Rate per kWh" is based upon 5 factors: 1) the loan balance (which includes any accrued interest); 2) the Loan Term; 3) the applicable APR; 4) the expected production of the system;Settlement Liabilities to Merchants and 5) 2.50 % kWh annual rate escalator. The expected production of the system is an estimate, the actual payments could be higher or lower depending on the actual production from the system. If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. Estimated future Current Monthly Payments are as follows:

For the Year Ended December 31:
2017 $ 690
2018 704
2019 717
2020 732
2021 746
Thereafter 23,119

~~NOTE 6 - INCOME TAXES~~

~~The income taxes provision for the nine months ended September 30, 2017 consists of current income tax of $60,890.~~

~~Uncertain Tax Positions~~

Interest associated with unrecognized tax benefits is classified as income tax and penalties are included in selling, general and administrative expenses in the statements of operations and comprehensive income.

For the three and the nine months ended September 30, 2017 and 2016, the Company had no unrecognized tax benefits and related interest and penalties expenses. The Company's 2014, 2015, and 2016 tax years remain subjectSettlement Liabilities to ~~examination by the U.S. tax authorities.~~

ISOs, respectively.

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(1) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire.

Depreciation expense was $6,010 and $5,376 for the three months ended March 31, 2021 and 2020, respectively.

On October 27, 2020, the Company issued a convertible promissory note for $3,850,000 to various lenders through its placement agent, Kingswood Capital (“Kingswood Note”), due July 27, 2021 (the “Maturity Date”) with conversion price to common stock of $1.98 per share. The Kingswood Note included an original issue discount of $350,000, netting the balance received by the Company from Kingswood Note at $3,500,000. The Company also provided warrant of 1,944,444 with a fixed exercise price to common stock of $1.98 per share under the Kingswood Note. The Company valued its warrant of 1,944,444 with fixed exercise price of $1.98 using Black-Scholes valuation method which amounted to $3,498,667 and recorded as a debt discount at the time of issuance of warrant. The convertible debt was converted in February 2021.

On April 29, 2020, the Company entered into a loan agreement with Preferred Bank under Paycheck Protection Program administered by SBA in the amount of $272,713. Under this loan program, the loan may be forgiven if utilized for specific purpose specified under the CARES Act and PPP guideline. The loan bears interest of 1.00% per annum and matures on April 29, 2022.

On June 9, 2020, the Company entered into a loan agreement with SBA under CARES Act in the amount of $150,000. The loan requires monthly payment of $731 after 12 months with maturity date of June 1, 2050 with interest rate at 3.75% per annum. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement.

The Company did not have income tax provision (benefit) due to net loss and deferred tax assets having a full valuation allowances as of and for the three months ended March 31, 2021 and 2020.

The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows:

Deferred tax assets and liabilities consist of the following tax-effected temporary differences:

The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of March 31, 2021, the Company had federal and California net operating loss carryforwards of approximately $6.2 million. The federal and California net operating loss carryforwards will expire at various dates from 2027 through 2029; however, $6.2 million of the Federal operating loss does not expire and will be carried forward indefinitely.

As of March 31, 2021 and December 31, 2020, the Company maintained full valuation allowance for net operating loss carryforward deferred tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income are reduced.

The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for its consolidated federal income tax returns are open for years 2017 and after, and state and local income tax returns are open for years 2016 and after.

The Company adopted the 2020 Incentive and Non-statutory Stock Option Plan (“2020 Plan”) in June 2020, which provided for the grant of incentive stock options and nonqualified stock options to our employees and directors. The 2020 Plan provides for up to 3.3 million shares of Common ~~Stock~~

The Company did not pay any commissions to the related parties mentioned above for the three months ended March 31, 2021 and 2020.

The Company entered into an operating lease for corporate location on October 4, 2018. Rent expense paid under the lease agreements for the three months ended March 31, 2021 and 2020 was $33,104 and $22,390, respectively.

For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use asset and operating lease liabilities of $87,837 and $89,017 respectively, as of March 31, 2021. The difference between the operating lease ROU asset and operating lease liabilities at transition represented existing deferred rent expenses and tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof.

The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following:

ITEM2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

~~In the course of providing real estate advisory services and asset management services,~~operations in full scale for the Company, ~~pays consulting fees~~with processing volumes in December of 2020 increasing to $84M. The trend continues into Q1/2021, with monthly average processing volumes increasing to over $100M. During Q4/2020 the Company completed two capital raises – in October and in December of 2020, primarily directed towards the acceleration of the development and deployment of the Company’s newest technology, code name Gen3 (Generation 3, following its initial technology release in January 2019 – Gen1, and in April 2020 - Gen2). Two of the Company’s top executives, Chairman Mr. Errez and CEO Mr. Nisan, personally participated in the December 2020 raise. Gen3 technology is material to the Company plans and business performance and is projected to impact the industry as a whole, in particular with the launch of the GreenBox Smart Contract Token technology, scheduled to be released in Q2/2021. Throughout 2020 the Company continued to increase its investment in research and development, improving its acquiring platform and enabling safer, faster and significantly more scalable services. These technology improvements allow for ~~finding properties~~major new capabilities, including Real Time Payments (RTP), a very sought-after payment feature. This change also reduces the Company COGS, trend that continues to be observed in Gen3 increased business efficiencies. Gen3 is an improved platform is performing better than its predecessor platform and increase total volumes while increasing profit margins and operating sustainability is observed and expected to persist through 2021. The Company returned to ramping up commercial large-scale operations, on-boarding large number of clients, and increasing the Company operational bandwidth to accommodate the needs of its clients. Q1/2021 continued to execute on these management directives. Covid-19 pandemic appears to have little impact on the Company’s business, and the rate of increase in operational figures observed is expected to remain unimpacted for rest of 2021.

Management is focused on the following KPI (Key Performance Indices):

KPI	Description
Annual Transactional Processing Volume (ATPV)	The Company plans to process $1.65B in FY 2021, including previously increased processing volumes projections from $600M to $1.2B, and including the expected processing of the acquired ChargeSavvy portfolio, projected to add another $450M. The Company’s Book of Business exceeds the processing goals for the year.
Annual Gross Profit Margin (AGPM)	This index matches the Company goals and remains at levels supporting the Company’s financial projections.
Annual Gross Profit (AGP)	At the targeted Annual Transactional Processing Volume goal and targeted Annual Gross Profit Margin, projected Annual Gross Profit is $24-26M for FY2021.
Annual EBITDA	The Company objective is to stay with EBITDA at around 3% of Total Transactional Volume. At the targeted Annual Transactional Processing Volume goal, the Annual EBITDA equals $26M.

In order to process the targeted ATPV goal, $1.65B, the Company must be able to process over $100M/month in a consistent fashion, as business performance in Q1/2021 demonstrated. The Company estimates the target deployment timeframe for its Smart Contract Token technology in Q2/2021, further improving on volumes and efficiencies.

KPI	Description
Average Monthly Transaction Count (AMTC)	The Company projects an AMTC of around 500,000
New Clients Backlog (NCB)	The Company will continue to invest in on-boarding technologies in order to expedite the process and reduce backlog. There are five client statuses: application, KYC, on-boarding, integration, processing. Current backlog of clients at application stage is greater than 2,000. Our goal is to bring the NCB down to 200.
Client Attrition	Current attrition rates are under 5%. Company goal is to reduce it further and keep it under 3%.

Based on the above and the current traction in Q2/21, the Company is comfortable with its volumes, gross revenues and EBITDA projections. The Company owns all the IP rights for operations in its space: tokenizer, gateway, ledger manager and blockchain substrate. Other, supporting patents, such as fraud proofing, on-boarding accelerators, and an all new blockchain implementation, are pending.

With the visibility into the Company’s operation management has in Q2/2021 and the Company uplisting to NASDAQ in Feb/2021, the current plan is to grow the Company organically to the size and value afforded by the senior exchange.

The ATPV, Profitability and other ~~services that facilitate~~major KPIs remain sensitive to regulatory changes and global and national economic trends. These will impact and influence the ~~closing~~Company’s product line, its potential mergers and acquisitions targets, its joint ventures and the Company’s technology emphasis.

Table of ~~deals.~~ Contents

~~Cost~~

RESULTS OF OPERATIONS

Three Months Ended March 31, 2021 (Unaudited) Compared to Three Months Ended March 31, 2020 (Unaudited):

	Three Months Ended March 31,
	2021						2020						Changes
				% of						% of
	Amount			Revenue			Amount			Revenue			Amount			%

Net revenue	$	4,749,441			100.0	%	$	187,205			100.0	%	$	4,562,236			2437.0	%
Cost of revenue		1,593,771			33.6	%		247,305			132.1	%		1,346,466			544.5	%
Gross profit (loss)		3,155,670			66.4	%		(60,100	)		-32.1	%		3,215,770			-5350.7	%

Operating expenses:
Advertising and marketing		24,725			0.5	%		11,885			6.3	%		12,840			108.0	%
Research and development		653,381			13.8	%		286,548			153.1	%		366,833			128.0	%
Payroll and payroll taxes		559,201			11.8	%		402,462			215.0	%		156,739			38.9	%
Professional fees		457,752			9.6	%		212,298			113.4	%		245,454			115.6	%
General and administrative		566,195			11.9	%		142,050			75.9	%		424,145			298.6	%
Stock compensation for employees		797,613			16.8	%		4,130			2.2	%		793,483			19212.7	%
Stock compensation for services		9,453,825			199.1	%		-			0.0	%		9,453,825
Depreciation and amortization		6,009			0.1	%		5,376			2.9	%		633			11.8	%
Total operating expenses		12,518,701			263.6	%		1,064,749			568.8	%		11,453,952			1075.7	%

Loss from operations		(9,363,031	)		-197.1	%		(1,124,849	)		-600.9	%		(8,238,182	)		732.4	%

Other Income (Expense):
Interest expense - debt discount		(2,993,408	)		-63.0	%		(30,076	)		-16.1	%		(2,963,332	)		9852.8	%
Interest expense		(594,258	)		-12.5	%		(288,590	)		-154.2	%		(305,668	)		0.0	%
Changes in fair value of derivative liability		-			0.0	%		(3,822,385	)		-2041.8	%		3,822,385			-100.0	%
Merchant liability settlement		(364,124	)		-7.7	%		-			0.0	%		(364,124	)		-100.0	%
Merchant fines and penalty income		-			0.0	%		24,060			12.9	%		(24,060	)		-100.0	%
Other income or expense		(14,611	)		-0.3	%		-			0.0	%		(14,611	)
Total other income (expense)		(3,966,401	)		-83.5	%		(4,116,991	)		-2199.2	%		150,590			-3.7	%

Loss before provision for income taxes		(13,329,432	)		-280.7	%		(5,241,840	)		-2800.1	%		(8,087,592	)		154.3	%

Provision for income taxes		-			0.0	%		-			0.0	%		-			0.0	%

Net loss	$	(13,329,432	)		-280.7	%	$	(5,241,840	)		-2800.1	%	$	(8,087,592	)		154.3	%

Net Revenue

Net revenue increased by $4,562,236, or 2437.0%, to $4,749,441 in the first quarter of ~~sales consisting mainly consulting expense, is primarily~~fiscal 2021 from $187,205 in the ~~result of the commissions and other incentive compensation incurred directly related to acquisition advisory services. Therefore, the fluctuation in revenue will directly impact the cost of sales.~~

For the three and nine months ended September 30, 2017, the Company incurred consulting expense of $42,400 and $436,100, respectively, for providing advisory services in real estate acquisition as compared to $64,000 and $679,797 for the same periodsfirst quarter last year. The ~~lower consulting expenses~~change in net sales reflected the following:

●

Continued work on technology launch of new platforms, including Crypto, FOREX and transactional routing. Onboarding of existing merchants and new clients resumed in March\2020, with volume of revenues in April exceeding the first three months combined.

●

Covid-19 impact on certain client business verticals and shift between focus categories.

●

Higher volume transaction processing.

Table of Contents

Cost of Revenue

Cost of revenue increased by $1,346,466, or 544.5%, to $1,593,771 in the ~~third~~first quarter ~~and~~of fiscal 2021 from $247,305 in the first ~~nine months~~quarter last year. Payment processing consists of ~~2017 were mainly~~various processing fees paid to Gateways, as well as commission payments to the Independent Sales Organizations (“ISO”) responsible for establishing and maintaining merchant relationships, from which the processing transactions ensue. Most orders are delivered directly to the customer, without any handling, storage or processing by us. Cost of revenues decreased due to the ~~closing~~following:

●

Increased automation by installation of two new platforms, FOREX and Crypto, that are much more streamlined and less demand for manual work.

●

Installation and integration of an advance transactional routing technology.

●

Revocations of the license agreement with MTrac and moving operations inhouse for better efficiency and higher margins.

●

Termination of service to problematic and low revenue producing clients.

●

Onboarding of higher profitability clients.

Operating Expenses

Operating expenses increased by $11,453,952, or 1075.7%, to $12,518,701 in the first quarter of ~~one big hotel acquisition deal~~fiscal 2021 from $1,064,749 in ~~2016 mentioned above and certain consulting expense~~the first quarter last year. The increase was ~~no longer needed as a hotel project finished in 2017.~~

~~Operating Expenses~~

~~General and~~due to higher general administrative ~~("G&A") expenses consist primarily of administrative personnel costs, facilities~~ expenses and ~~professional fee expenses.~~the following:

●

Increased R&D investment towards the completion and launch of the new technologies (Crypto and FOREX platforms, and advanced transactional routing technology).

●

Settlement of legal disputes and associated payments.

●

Stock compensation expense for employees and services

●

Professional fees related to legal and audits.

Non-Operating Expenses

We incurred interest expense related to various debt in the amount of $2,993,408 and $ for the three months ended March 31, 2021 and 2020, respectively. We incurred a loss from changes in fair value of derivative liability of $3,822,385 for the three months ended March 31, 2020 and none for three months ended March 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity requirements are for working capital and capital expenditures. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and borrowings from through debt. We ended March 31, 2021 with $35,696,589 of cash, cash equivalents, and restricted cash compared with $1,832,735 as of December 31, 2020.

The following table summarizes our cash flows from operating, investing and financing activities:

	Three Months Ended March 31,
	2021			2020

Net cash provided by (used in) operating activities	$	(11,258,779	)	$	267,844
Net cash provided by (used in) investing activities		(11,108	)		(12,564	)
Net cash provided by (used in) financing activities		45,133,741			(711,911	)

Net increase (decrease) in cash, cash equivalents, and restricted cash	$	33,863,854		$	(456,631	)

Table of Contents

Operating Activities –For the three months ended ~~September 30, 2017, G&A expenses decreased~~March 31, 2021 and 2020, net cash provided by ~~$39,691 or 15.8% to $212,255 compared to $251,946 for the same period last year.~~(used in) operating activities was $(11,258,779) and $267,844, respectively. The decrease in the third quarter of 2017 was mainly due to lower marketing expense, partly offset by higher payroll expense as one highly paid manager back on payroll during the second quarter of 2017, higher professional fee, higher staff travel expense and a new auto lease,

~~For the nine months ended September 30, 2017, G&A expenses were largely flat at $604,797 as compared to $610,909 for the same period last year.~~

~~Interest Expense~~

Interest expense increased to $7,407 during the three months ended September 30, 2017 from $5,870 for the same period last year and increased to $26,737 during the nine months ended September 30, 2017 from $16,049 for the same period last year. The changes in interest expense were mainly due to the changes in average note payable balances.

~~Net Income~~

The Company recorded a net income of $22,155 for the three months ended September 30, 2017 as compared to a net loss of $123,867 for the same period last year. The increase in net income was mainly due to the higher gross profit, lower consulting expense and lower G&A expense, offset by higher income taxes provision.

The Company recorded a net income of $55,913 for the nine months ended September 30, 2017 as compared to a net loss of $123,622 for the same period last year. The increase in net income was mainly due to the higher gross profit, lower consulting expense and lower G&A expense, offset by higher interest expense and higher income taxes provision.

~~LIQUIDITY AND CAPITAL RESOURCES~~

During the next twelve months, ASAP Expo will focus on its real estate transactions to generate additional revenue. With the net revenue from its services, and continuing support from its major shareholders to provide a note payable, management believes ASAP Expo will have enough net working capital to sustain its business for another 12 months.

The forecast of the period of time through which ASAP Expo's financial resources will be adequate to support its operations is a forward-looking statement that involves risks and uncertainties. ASAP Expo's actual funding requirements may differ materially as a result of a number of factors, including unknown expenses associated with the cost of providing real estate advisory, investment banking, and management consulting services.

The Report of the Company's Independent Registered Public Accounting Firm on our December 31, 2016 financial statements includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated stockholders' deficit, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table of Contents~~

~~Liquidity and Capital Resources~~

~~Our working capital for the periods presented is summarized as follows:~~

As of
September 30, 2017
($)

As of
December 31, 2016
($)

Current assets $ 57,857 $ 62,369
Current liabilities 245,726 111,196
Working capital $ (187,869 ) $ (48,827 )

~~The following table shows cash flows for the periods presented:~~

Nine Months Ended September 30,
2017 2016
Net cash provided by (used in) operating activities $ 194,177 $ (199,319 )
Net cash provided by (used in) investing activities 2,093 36,515
Net cash provided by (used in) financing activities (191,449 ) 151,128
Net increase (decrease) in cash $ 4,821 $ (11,676 )

~~Operating Activities~~

~~For the nine months ended September 30, 2017, net~~ cash provided by operating activities was ~~$194,177. This was~~ primarily due to ~~a net income~~timing of ~~$55,913, adjusted by non-cash related expenses~~settlement of ~~depreciation of $8,085~~assets and non-cash capital gain of $5,277, then increased by favorable changes in working capital of $135,457. The favorable changes in working capital resulted from an increase in accounts payable and accrued expenses of $75,366 and income tax payable of $60,090.

~~For the nine months ended September 30, 2016, net cash~~liabilities including stock compensation expenses.

Investing Activities – Cash used in operating activities was $199,319. This was primarily due to a net loss of $123,622, adjusted by non-cash related expenses of depreciation of $7,734, then decreased by unfavorable changes in working capital of $83,431. The unfavorable changes in working capital resulted from a decrease in accounts payable and accrued expenses of $28,176 and decrease in income tax payable of $55,255.

~~Investing Activities~~

~~For the nine months ended September 30, 2017, net cash provided by~~ investing activities ~~was $2,093. This was~~ primarily ~~due to payment from affiliated company~~consisted of ~~9,333, offset by acquisitions~~purchases of property and ~~equipment of $7,240.~~

For the nine months ended September 30, 2016, net cash provided by investing activities was $36.515. This was primarily due to payment from affiliated company of 40,170, offset by acquisition of computer of $3,655.

equipment.

Financing ~~activities~~

~~For the nine months ended September 30, 2017, net~~Activities – Net cash used in financing activities ~~was $191,449 which was mainly due to net repayment to note~~primarily consisted of payments of convertible debt and short-term notes payable ~~from officers of $188,683 and payments on auto loan of $2,766.~~

~~For~~debt for the ~~nine~~three months ended ~~September 30, 2016, net~~March 31, 2020. Net cash provided by financing activities ~~was $151,128 which was mainly resulted from net~~primarily consisted of proceeds from ~~note payable from officers~~the Offering of ~~$120,000 and an advance from affiliated company of $40,487, offset by payments on auto loan of $4,088 and payments on equipment loan of $5,271.~~

$45,805,491 for the three months ended March 31, 2021.

CRITICAL ACCOUNTING POLICIES

Our critical accounting estimates are included in our significant accounting policies as described in Note 2 of the consolidated financial statements of this Form 10-Q. Those consolidated financial statements were prepared in accordance with GAAP. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our consolidated financial statements ~~and related disclosures in conformity with accounting principles generally accepted in the United States of America~~ requires ~~management~~us to make ~~judgments, assumptions~~estimates and ~~estimates~~judgments that affect the ~~amounts~~ reported ~~in the our financial statements and the accompanying notes. The~~ amounts of assets, liabilities, revenue and ~~liabilities reported~~expense. Our estimates are evaluated on an ongoing basis and drawn from historical experience, current trends and other factors that management believes to be relevant at the time our ~~balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods~~consolidated financial statements 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.~~prepared. Actual results ~~could~~may differ from ~~these~~our estimates. ~~The~~Management believes that the following ~~critical~~ accounting ~~policies are significantly affected by~~estimates reflect the more significant judgments ~~assumptions~~ and estimates ~~used~~we use in ~~the preparation of the~~preparing our consolidated financial ~~statements:~~

~~Table of Contents~~

statements.

Revenue Recognition

Accounting Standards Codification ~~("ASC"~~(“ASC”) ~~605, "Revenue Recognition"~~606, Revenue from Contracts with Customers 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 Securities and Exchange Commission. Management believes the ~~Company's~~Company’s revenue recognition policies conform to ASC ~~605.~~

Revenues are mainly consulting fees. The Consulting fees are recognized when earned. Consulting fees subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

~~Income Taxes~~

606.

The Company accounts for income taxes under ASC 740, "Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance for significant deferred tax assetsrecognizes revenue when 1) it is ~~more likely than not that such asset will not be recovered.~~

realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured.

The Company generates revenue from payment processing services, licensing fees and equipment sales.

●

Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement.

●

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped.

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ITEM 3. CONTROLS AND PROCEDURES

Our management, ~~evaluated,~~ with the participation of our Chief Executive Officer and ~~Chief Financial Officer,~~Executive Vice President, evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures ~~(as defined in~~pursuant to Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act~~Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~1934, as amended) as~~achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the ~~end~~fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of ~~the period covered by this Report.~~ possible controls and procedures relative to their costs.

Based on ~~this~~management's evaluation, our Chief Executive Officer and ~~our Chief Financial Officer~~Executive Vice President concluded that, as a result of the material weaknesses described below, as of March 31, 2021, our disclosure controls and procedures are ~~effective~~not designed at a reasonable assurance level and are ineffective to ~~ensure~~provide reasonable assurance that information we are required to disclose in reports that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934 (i)~~ is recorded, processed, summarized, and reported within the time periods specified in ~~the Securities and Exchange Commission's~~SEC rules and forms, and ~~(ii)~~that such information is accumulated and communicated to our management, including our Chief Executive Officer and Executive Vice President, as appropriate, to allow timely decisions regarding required disclosure. ~~Our disclosure controls and procedures include components of our~~The material weaknesses, which relate to internal control over financial reporting, that were identified are:

We did not have enough personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as ~~such, are designed~~a whole. Due to the fact that our accounting staff consists of a Principal Financial Officer, a bookkeeper and external accounting consultants, additional personnel will also ensure the proper segregation of duties and provide ~~reasonable assurance that such information is accumulated~~more checks and ~~communicated~~balances within the department. Additional personnel will also provide the cross training needed to ~~our management. Management's assessment of~~support us if personnel turnover issues within the department occur. We believe this will eliminate or greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our ~~internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed~~disclosure controls and ~~operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met (see the section below in this Item 3 entitled~~ ~~Limitations on the Effectiveness of Internal Controls~~).

~~Changes in Internal Controls Over Financial Reporting~~

~~There have been no changes in~~procedures and our internal controls over financial reporting ~~(as defined in Rules 13a-15(f)~~on an ongoing basis and ~~15d-15(f) of the Securities Exchange Act of 1934,~~are committed to taking further action and implementing additional enhancements or improvements, as ~~amended) that occurred during the period covered by this Report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~

~~Limitations on the Effectiveness of Internal Controls~~

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

as funds allow.

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management currently is not aware of any legal matters or pending litigation that would have a significant effect on the ~~Company's~~Company’s financial statements as of ~~September 30, 2017.~~

March 31, 2021.

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~~

MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

~~31.1~~ 3.1	~~Certifications~~Certificate of Change Pursuant to NRS 78.209, filed with the ~~Chief~~Nevada Secretary of State on February 16, 2021 (Incorporated by Reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021.)
10.1+	Form of Board of Directors Agreement entered into on February 16, 2021, by and between the Company and each of Ms. Baer and Messrs. Caragol and Laniado (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021).
31.1	Certification by the Principal Executive Officer ~~Under~~of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
~~32.1~~ 31.2	~~Certifications~~Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the ~~Chief~~Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1*	Certification by the Principal Executive Officer ~~Under~~pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~ 32.2*	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*Document
101.SCH	XBRL Taxonomy Extension Schema Document*Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*Document

+ Management compensatory plan or contract.

* ~~Furnished electronically~~In accordance with ~~this filing~~

SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

Table of Contents

SIGNATURES

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

	~~ASAP EXPO, INC.~~ GREENBOX POS (Registrant)

Date: ~~November 15, 2017~~May 13, 2021	By:	/s/ ~~Frank S. Yuan~~Fredi Nisan
		~~Frank S. Yuan,~~ ~~Chairman,~~ Fredi Nisan Chief Executive Officer	(Principal Executive Officer)

Date: May 13, 2021

By:

/s/ Benjamin Chung

Benjamin Chung

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Office)

	*March 31,* *2021*			*December 31,* *2020*

Settlement Processing Assets:
Cash held for settlements	$	100,532		$	1,832,735
Cash due from gateways		7,532,137			1,922,669
Amounts due from gateways and merchants – hold and fees		6,493,594			1,063,272
Reserves (1)		4,316,572			5,381,281
Total before allowance for uncollectable		18,442,835			10,199,957
Allowance for uncollectable – hold and fees		(6,594,126	)		(2,896,008	)

Total settlement processing assets – cash due from gateways	$	11,848,709		$	7,303,949


Settlement Processing Liabilities:
Settlement liabilities to merchants	$	5,355,115		$	10,199,956
Settlement liabilities to independent sales organizations (ISO)		-			-
Refund allowances		-			-

Total settlement processing liabilities	$	5,355,115		$	10,199,956

	*March 31,* *2021*			*December 31,* *2020*

Computers	$	59,991		$	48,883
Furniture and fixtures		40,320			40,320
Kiosks		6,472			6,473
Vehicles		4,578			4,578
Total property and equipment		111,361			100,254
Less accumulated depreciation		(48,999	)		(42,990	)

Total property and equipment, net	$	62,362		$	57,264

	*March 31,* *2021*		*December 31,* *2020*

*October 27, 2020 ($3,850,000)* – 10% one-time interest charge with outstanding principal and interest due July 27, 2021.	$	-	$	3,850,000

Total convertible notes payable		-		3,850,000
Debt discount		-		(2,993,408	)

Total convertible notes payable, net of debt discount	$	-	$	856,592

	*Three Months Ended March 31,*
	*2021*			*2020*

Book income at statutory rate		21.00	%		21.00	%
Others		-			-
Change in valuation allowance		-21.00	%		-21.00	%

Effective income tax rate		0.00	%		0.00	%

	*March 31,* *2021*			*December 31,* *2020*

Deferred tax assets (liabilities):
Net operating loss carryforward	$	2,135,000		$	1,066,726
Depreciation		-			-
Others		-			-
Total deferred tax assets, net		2,135,000			1,066,726
Valuation allowance		(2,135,000	)		(1,066,726	)

Net deferred tax assets (liabilities)	$	-		$	-

ASAP EXPO, INC.
CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2017			2016
	(Unaudited)

ASSETS
Current Assets
Cash	$	37,582		$	32,761
Due from affiliated companies		20,275			29,608
Total Current Assets		57,857			62,369

Furniture and equipment, net		81,765			60,675

Total Assets	$	139,622		$	123,044

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	145,323		$	69,957
Auto loan, current		3,979			4,905
Income tax payable		96,424			36,334
Total Current Liabilities		245,726			111,196

Long-Term Liabilities
Auto loan, noncurrent		17,271			2,453
Equipment loan, noncurrent		12,299			12,299
Note payable, officers		422,269			610,952
Total Long-Term Liabilities		451,839			625,704

Total Liabilities		697,565			736,900

Stockholders' Deficit
Preferred stock, 5,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $.001 par value, 495,000,000 shares authorized, 14,445,363 and 14,445,363 shares issued and outstanding at September 30, 2017 and December 31, 2016		14,445			14,445
Additional paid in capital		(902,272	)		(902,272	)
Retained earnings		329,884			273,971
Total Stockholders' Deficit		(557,943	)		(613,856	)

Total Liabilities and Stockholders' Deficit	$	139,622		$	123,044

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016

Revenues:
Consulting fees	$	288,160		$	198,500		$	1,117,960		$	1,168,022
Management Fee		18,000			-			61,200			-
Total revenues		306,160			198,500			1,179,160			1,168,022

Cost of Sales
Consulting expense		42,400			64,000			436,100			679,797
Total cost of sales		42,400			64,000			436,100			679,797

Gross Profit		263,760			134,500			743,060			488,225

Operating expenses:
General and administrative		212,255			251,946			604,797			610,909
Total operating expenses		212,255			251,946			604,797			610,909

Income from operations		51,505			(117,446	)		138,263			(122,684	)

Other Income (Expense)
Other income		-			-			-			15,000
Capital gain		-			-			5,277			-
Interest expense		(7,407	)		(5,870	)		(26,737	)		(16,049	)
Total other income (expense), net		(7,407	)		(5,870	)		(21,460	)		(1,049	)

Income before income taxes		44,098			(123,316	)		116,803			(123,733	)
Income taxes provision		21,943			551			60,890			(111	)

Net (loss) Income	$	22,155		$	(123,867	)	$	55,913		$	(123,622	)

Net income (loss) per common share Basic and diluted	$	0.00		$	(0.01	)	$	0.00		$	0.01

Weighted average common shares outstanding Basic and diluted		14,445,363			14,445,363			14,445,363			14,445,363

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

	Nine Months Ended September 30,
	2017			2016
Operating Activities:
Net Income (loss)	$	55,913		$	(123,622	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		8,085			7,734
Capital gain		(5,277	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		75,366			(28,176	)
Income tax payable		60,090			(55,255	)

Net cash provided by (used in) operating activities		194,177			(199,319	)

Investing Activities:
Acquisitions of property and equipment		(7,240	)		(3,655	)
Payment from affiliated company		9,333			40,170

Net cash provided by (used in) investing activities		2,093			36,515

Financing Activities:
Payments on auto loan		(2,766	)		(4,088	)
Payments on equipment loan		-			(5,271	)
Advance from (Repayment to) affiliated company		-			40,487
Proceeds from borrowings on note payable from officers		324,508			140,000
Repayments of borrowings on note payable from officers		(513,191	)		(20,000	)

Net cash provided by (used in) financing activities		(191,449	)		151,128

Net increase (decrease) in cash		4,821			(11,676	)

Cash, beginning of period		32,761			46,672

Cash, end of period	$	37,582		$	34,996

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	751		$	369
Income taxes	$	800		$	55,144

Non-cash investing and financing activities:
Vehicle purchased through auto loan	$	22,789		$	17,570

For the Year Ended December 31:
2017	$	658
2018		3,995
2019		4,091
2020		4,190
2021		4,291
2022		4,025
Less Current Portion		3,979
Long Term Portion	$	17,271

	March 31, 2021			December 31, 2020
Risk-free interest rate		0.29	%		0.29	%
Expected term	5 years			5 years
Expected volatility		229.49	%		289.33% to 279.18	%
Expected dividend yield		-			-

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		514,607		$	2.30		0.00		3,365,527

Granted		100,000			7.63		0.00
Exercised		(44,832	)		2.50		0.00
Forfeited or expired		(68,428	)		2.50		0.00

Outstanding at March 31, 2021		496,782			4.80		0.00		7,018,853

Exercisable as of March 31, 2021		496,782			4.81		0.00		6,954,941
Vested and Expected to Vest as of March 31, 2021		496,782			4.81		0.00		6,954,941

	■	*Charge Savvy, LLC* – Sky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). The three managing members of Charge Savvy own the same percentages of Cultivate, as they do Charge Savvy. On January 25, 2021, the Company issued a press release announcing it had entered into a non-binding Memorandum of Understanding to acquire Charge Savvy, for total consideration of up to $52 million in restricted shares of the Company’s common stock with $31 million of that all-shares amount due upon closing. Charge Savvy was, until August 2020, one of the largest ISOs that we utilized in our ecosystem. The transaction assumes a per share price of $12.00. The all-stock transaction is subject to the negotiation and signing of definitive transaction documents, the completion of an audit of Charge Savvy’s financial statements, and customary closing conditions.

	■	*Sky Mid*s –Previous references in press releases issued by PubCo in or about August 2018 regarding a “Sky Mids Acquisition” are references to the non-exclusive working relationship between PrivCo (and subsequently, PubCo) and Sky / Haller. The designation “Sky MIDs” was a colloquial reference to Sky, based upon a Sky-owned and operated website, which is no longer in use. While an acquisition of Sky has not formally been executed, nor have we (nor subsequently, PubCo) executed a formal engagement with Haller nor Sky, previous statements regarding the nature of our relationship with Sky Mids, which include our beliefs in the advantages of this relationship, accurately represent the working relationship between the Company and Sky / Haller.

	●	*America 2030 Capital Limited and Bentley Rothschild Capital Limited* – On or about October 31, 2018, Nisan and Errez received constitutive notice, regarding arbitration against Nisan, Errez, PrivCo and possibly PubCo, from Bentley Rothschild Capital Limited ("Bentley") and America 2030 Capital Limited (“America 2030”), both located in Nevis, West Indies, and both claiming breach of contract by Nisan and Errez of Nisan and Errez’s respective individual Master Loan Agreements and seeking forfeiture of 266,667 PubCo shares that PrivCo had transferred, on or about August 1, 2018, from PrivCo’s Control Shares under the terms of the MLAs. As of March 31, 2020, both parties have abandoned the matter and no further action was required by either party.

	●	*DCSM et al v. Greenbox POS* – On November 25, 2019, four companies (the “Plaintiffs”) filed a complaint against GreenBox POS, LLC, GreenBox POS, Global Payout, Inc., MTrac Tech Corporation and Cultivate Technologies, LLC (collectively the “Defendants”) in the Superior Court of the State of California. Plaintiffs filed suit to recover processed funds and processing fees alleged to be withheld illegally (collectively, the “Withholding Suit”). The parties discussed arbitration and Plaintiffs later dismissed the case with prejudice. Plaintiffs refiled on February 28, 2020. The parties attended mediation on November 12, 2020, came to an agreement, and subsequently executed a Settlement Agreement and Release on or around November 23, 2020, whereby GreenBox is to pay $3.8M by March 15, 2021. On December 14, 2020 Plaintiffs filed a Request for Dismissal with prejudice. The Company settled in the amount of $3.8M and was paid in February 2021. The Company had payment processing liability in the amount of $3.4M which was off-set against $3.8M payment and recorded loss on merchant liability settlement in the amount of approximately $360,000 which was recorded in other expense in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2021. The Court has now dismissed the case.

	●	*The Good People Farms, LLC (TGPF)* – TGPF initiated an arbitration in AAA on or about April 20, 2020 against Greenbox POS, Fredi Nisan, Ben Errez, MTrac Tech., Vanessa Luna, and Jason LeBlanc. The matter was placed in abeyance for some time. On January 15, 2021 GreenBox filed a counter-claim for fraud – intentional misrepresentation, breach of contract, breach of covenant of good faith and fair dealing, violation of California Business and Professions Code Section 17200, and accounting. An arbitrator has been selected and the parties are awaiting the scheduling of the preliminary conference. The arbitration is stayed pending further proceedings in the separate but related action filed by MTrac in San Diego Superior Court.

	As of September 30, 2017 ($)			As of December 31, 2016 ($)
Current assets	$	57,857		$	62,369
Current liabilities		245,726			111,196
Working capital	$	(187,869	)	$	(48,827	)