UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-QSB



[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Quarter ended January 31, 2002



[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEE EXCHANGE ACT

For the transition period    to



Commission file number 000-29313



ASPHALT PAVING INTERNATIONAL, INC.

(Exact name of Small Business Company in its charter)





|FLORIDA                                                        | 59-3556733                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



|11800 28th Street N.                     |           
|---------------------------------------- | ----------
|St. Petersburg, FL                       | 33716     
|(Address of principal executive offices) | (Zip Code)



Registrant's Telephone number, including area code:

(727) 592-0146



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to file such filing requirements for the past thirty days.



Yes |X|  No



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report:



4,238,600 Shares of Common Stock ($.001 par value)

(Title of Class)



Transitional Small Business Disclosure Format (check one):

Yes    No |X|



PART I



Item 1. Financial Statements:



|Asphalt Paving International, Inc.
|----------------------------------

|                             
|-----------------------------
|(A Development Stage Company)

|             
|-------------
|Balance Sheet

|           
|-----------
|(Unaudited)

|                                               
|-----------------------------------------------
|                                               
|ASSETS                                         
|                                               
|                                               
|Current assets:                                
|                                               
|Total current assets                           
|                                               
|Total assets                                   
|                                               
|STOCKHOLDERS' EQUITY                           
|Current liabilities:                           
|                                               
|Accounts payable                               
|Total current liabilities                      
|                                               
|                                               
|Stockholders' equity:                          
|Common stock, $.001 par value,                 
|50,000,000 shares authorized, 4,238,600 shares 
|                                               
|issued and outstanding                         
|                                               
|4,239                                          
|Additional paid in capital                     
|(Deficit) accumulated during                   
|development stage                              
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|See accompanying notes to financial statements.
|                                               





|Asphalt Paving International, Inc.                              
|----------------------------------------------------------------
|                                                                
|(A Development Stage Company)                                   
|Statements of Operations                                        
|                                                                
|Three Months and Six Months Ended January 31, 2002 and 2001     
|and Period From Inception (January 14, 1998) to January 31, 2002
|                                                                
|(Unaudited)                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|Operating expenses                                              
|(Loss from operations) and net (loss)                           
|                                                                
|                                                                
|Per share information:                                          
|Basic and diluted (loss) per common share                       
|                                                                
|Weighted average shares outstanding                             
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|See accompanying notes to financial statements.                 
|                                                                





|Asphalt Paving International, Inc.                              
|----------------------------------------------------------------
|                                                                
|(A Development Stage Company)                                   
|Statements of Cash Flows                                        
|                                                                
|Three Months and Six Months Ended January 31, 2002 and 2001     
|and Period From Inception (January 14, 1998) to January 31, 2002
|                                                                
|(Unaudited)                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|Net income (loss)                                               
|Adjustments to reconcile net income to net                      
|cash provided by operating activities:                          
|Services provided as capital contribution                       
|Increase (decrease) in due to affiliate                         
|Increase (decrease) in accounts payable                         
|Total adjustments                                               
|Net cash provided by (used in)                                  
|operating activities                                            
|                                                                
|Cash provided by financing activities:                          
|Sale of common stock for cash                                   
|Net cash provided by financing activities                       
|                                                                
|Increase (decrease) in cash                                     
|Cash and cash equivalents,                                      
|beginning of period                                             
|Cash and cash equivalents,                                      
|end of period                                                   
|                                                                
|                                                                
|See accompanying notes to financial statements.                 
|                                                                







Asphalt Paving International, Inc.

Notes to Financial Statements



Basis of presentation



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions incorporated in Regulation 10-SB of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation have been included.



The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the Company's financial statements for the year ended July 31, 2001.



Basic loss per share was computed using the weighted average number of common shares outstanding.



During the six months ended January 31, 2002, an officer of the Company contributed an aggregate of $300 to the Company for management services. This amount has been accounted for as an advance from an affiliate. The balance due to the affiliate at January 31, 2002 amounted to $6,014 and has been forgiven by the affiliate as of that date. The forgiveness of the indebtedness has been accounted for as an addition to the paid in capital of the Company.



Consulting agreement dated January 25, 2002, between Philip G. Cook and Asphalt Paving International, Inc, under which 450,000 common shares and warrants to purchase 2,800,000 common shares can be issued for services rendered. Consultant shall provide strategic business advice concerning management structure and organization, employment contracts and employee benefits, sales and marketing and business structures in the United States, United Kingdom, Singapore, the Philippines and Australia. In addition, the Consultant shall be available to consult with the Board of Directors, the officers and administrative staff of the Corporation at all reasonable times.





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations:



Asphalt Paving International, Inc. (the "Company") was organized under the laws of the State of Florida to engage in any lawful business. The Company was formed for the purpose of design and manufacture of asphalt related equipment. The Company also had planned to compete in the asphalt paving business and to seek the acquisition of a paving and construction company. Management of the Company has unlimited discretion in determining the business activities in which the Company will become engaged.



The Company has generated no revenues from its operations and has been a development stage company since inception. Since the Company has not generated revenues and has never been in a profitable position, it operates with minimal overhead.



On January 28, 2002, the Company entered into an Exchange Agreement with Advanced Banking Solutions, Ltd., an English company (ABSL), under which the Company was to issue 23,036,869 shares of its common stock, and warrants to purchase an additional 23,036,870 shares of such common stock in exchange for approximately 90% of ABSL's outstanding shares. At that same time (i) the Company's controlling shareholder granted an option to four unrelated investors to purchase approximately 2.9 million of his shares, and (ii) the controlling shareholder resigned as a director of the company and named a designee of ABSL as his successor. ABSL was subsequently placed in administrative receivership in the UK. On March 6, 2002 ABS Solutions (UK) Ltd, a newly formed subsidiary of the Company purchased the contracts and physical assets of ABSL, together with a license to use its intellectual property pending closing of the transaction described in the following sentence, for approximately $280,000. The Company also contracted to buy that corporation's remaining assets including its intellectual property for approximately $1,129,000.  The transaction is more fully described in the Company's report on Form 8-K filed on March 21, 2002.



Liquidity and Capital Resources. At January 31, 2002, the Company had no material cash or other assets with which to conduct operations. There can be no assurance that the Company will be able to complete its business plan and to exploit fully any business opportunity that management may be able to locate on behalf of the Company. Management believes that the Company has inadequate working capital to pursue any operations at this time, and the Company intends to seek additional financing through loans, the sale and issuance of additional debt and/or equity securities, or other financing arrangements. The Company does not intend to pay dividends in the foreseeable future. As of the end of the reporting period, the Company had no material change in cash or cash equivalents. There was no significant change in working capital during this quarter.













Signature



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.









Date: March 25, 2002

/s/ Peter Watts

Peter Watts, President