**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                 FORM 10-Q**

*(Mark One)*

þ     Quarterly reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended**March        31****, 2008**.

o     Transition reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fromto.

Commission file number:**000-****28589**

**ASP VENTURES CORP****.**

(Exact name ofregistrantas specified in its charter)

| **Florida**

(State or other jurisdiction of

incorporation or organization) | **98-0203918**

(I.R.S. Employer

Identification No.) |
|------------------------------------------------------------------------------|-------------------------------------------------------|

**1066 West Hastings Street, Suite 2610 Vancouver, British Columbia, Canada V6E 3X2**

(Address of principal executive offices) (Zip Code)

**(604) 602-1717**

(Registrant’s telephone number, including area code)

**N/A****     **

(Former name, former address and former fiscal year, if changes since last report)

Indicate by check markwhether theregistrant: (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: YesþNoo.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):YesþNoo

At May14, 2008, the number of shares outstanding of theregistrant's common stock, $0.001 par value (the only class of voting stock), was42,071,069.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3    Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 (audited)   4   Unaudited  Statements of Operations  for the three month periods ended March 31, 2008 and March 31, 2007 and the period from inception   5   Unaudited Statements of Cash Flows for the three month periods ended March 31, 2008 and March 31, 2007 and the period from inception  6   Notes to Unaudited Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  13  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  17  **ITEM 4T.  Controls and Procedures**  18                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  19  **ITEM 1A.  Risk Factors**  20  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  22  **ITEM 3.     Defaults upon Senior Securities**  23  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  23  **ITEM 5.     Other Information**  23  **ITEM 6.     Exhibits**  23  **Signatures**  24 **Index to Exhibits**  25 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein,the terms “Company,” “we,”“our,” “us,” “it,” and “its”refer toASP Ventures Corp., aFloridacorporation,and its predecessors,unless otherwise indicated.In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for a fair        presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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| **ASP VENTURES CORP.**

**(A Development Stage Company)** |
|-----------------------------------------------------------|
|                                                      |   |   |   |
| **BALANCE SHEET**                                         |
|                                                      |   |   |   |
|                                                      |   |   |   |
|                                                      | March 31, |   | December 31, |
|                                                      | 2008

(Unaudited) |   | 2007

(Audited) |
|                                                      | $ |   | $ |
| **ASSETS**                                                |   |   |   |
|                                                      |   |   |   |
| Current assets:                                           |   |   |   |
| Cash                                                      | 24 |   | 446 |
| Total current assets                                      | 24 |   | 446 |
| Total assets                                              | 24 |   | 446 |
|                                                      |   |   |   |
|                                                      |   |   |   |
|                                                      |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**        |   |   |
|                                                      |   |   |   |
| Current liabilities:                                      |   |   |   |
| Accounts payable and accrued expenses                     | 78,146 |   | 79,746 |
| Default judgment (Note 8)                                 | 831,921 |   | 816,387 |
| Related party payables (Note 3)                           | 394,600 |   | 363,100 |
| Total current liabilities                                 | 1,304,667 |   | 1,259,233 |
| Total liabilities                                         | 1,304,667 |   | 1,259,233 |
|                                                      |   |   |   |
| Stockholders' deficit:                                    |   |   |   |
| Capital stock (Note 6)                                    |   |   |   |
| Common stock, $.001 par value, 250,000,000 shares         |   |   |   |
| authorized;42,071,069 issued and outstanding              | 42,070 |   | 42,070 |
| Additional paid-in capital                                | 1,289,217 |   | 1,289,217 |
| Deficit accumulated during the development stage          | (2,635,931) |   | (2,590,074) |
| Total stockholders' deficit                               | (1,304,644) |   | (1,258,787) |
|                                                      |   |   |   |
| Total liabilities and stockholders' deficit               | 24 |   | 446 |

The accompanying notes are an integral part of these financial statements

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| **ASP VENTURES CORP.**

**(A Development Stage Company)** |
|-----------------------------------------------------------|
|                                                      |   |   |   |   |   |   |   |
| **UNAUDITED****STATEMENTS OF OPERATIONS**                 |
|                                                      |   |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   | Cumulative |
|                                                      |   |   |   |   |   |   | results of |
|                                                      |   |   |   |   |   |   | operations from |
|                                                      |   |   |   |   | May 15,1998 |
|                                                      |   |   | Three months ended |   | (Date of Inception of Development Stage) |
|                                                      |   |   | March 31, |   | to March 31, |
|                                                      |   |   | 2008 |   | 2007 |   | 2008 |
|                                                      |   |   | $ |   | $ |   | $ |
|                                                      |   |   |   |   |   |   |   |
| Revenue                                                   |   |   | - |   | - |   | - |
|                                                      |   |   |   |   |   |   |   |
| General and administrative costs                          |   |   | (30,323) |   | (35,562) |   | (1,846,260) |
|                                                      |   |   |   |   |   |   |   |
| Loss from operations                                      |   |   | (30,323) |   | (35,562) |   | (1,846,260) |
|                                                      |   |   |   |   |   |   |   |
| Other income (expenses)                                   |   |   |   |   |   |   |   |
| Gain on forgiveness of debt                               |   |   | - |   | - |   | 42,250 |
| Loss - default judgment (Note 8)                          |   |   | (15,534) |   | (15,534) |   | (831,921) |
|                                                      |   |   |   |   |   |   |   |
| Total other expenses                                      |   |   | (15,534) |   | (15,534) |   | (789,671) |
|                                                      |   |   |   |   |   |   |   |
| Loss before provision for income taxes                    |   |   | (45,857) |   | (51,096) |   | (2,635,931) |
|                                                      |   |   |   |   |   |   |   |
| Provision for income taxes                                |   |   | - |   | - |   | - |
|                                                      |   |   |   |   |   |   |   |
| Net loss                                                  |   |   | (45,857) |   | (51,096) |   | (2,635,931) |
|                                                      |   |   |   |   |   |   |   |
| Net loss per common share–basic and diluted         |   |   | (0.00) |   | (0.00) |   |   |
|                                                      |   |   |   |   |   |   |   |
| Weighted average common shares -                          |   |   |   |   |   |   |   |
| basic and diluted                                         |   |   | 42,071,069 |   | 41,071,069 |   |   |

The accompanying notes are an integral part of these financial statements

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| **ASP VENTURES CORP.**

**(A Development Stage Company)**

**UNAUDITED****STATEMENTS OF CASH FLOWS                    May 15, 1998 ( Date of Inception of development stage) to March 31, 2008** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                             |   |   |   |   |   |   |
|                                                                                                                                                                                             |   |   |   |   |   | Cumulative |
|                                                                                                                                                                                             |   |   |   |   |   | results of |
|                                                                                                                                                                                             |   |   |   |   |   | operations from |
|                                                                                                                                                                                             |   |   |   | May 15,1998 |
|                                                                                                                                                                                             |   | Three months ended |   | (Date of Inception of Development Stage) |
|                                                                                                                                                                                             |   | March 31, |   | to March 31, |
|                                                                                                                                                                                             |   | 2008 |   | 2007 |   | 2008 |
|                                                                                                                                                                                             |   | $ |   | $ |   | $ |
| Cash flows from operating activities:                                                                                                                                                            |   |   |   |   |   |   |
| Net loss                                                                                                                                                                                         |   | (45,857) |   | (51,096) |   | (2,635,931) |
| Adjustments to reconcile net loss to net cash                                                                                                                                                    |   |   |   |   |   |   |
| used in operating activities:                                                                                                                                                                    |   |   |   |   |   |   |
| Loss - default judgment                                                                                                                                                                          |   | 15,534 |   | 15,534 |   | 831,920 |
| Gain on forgiveness of debt                                                                                                                                                                      |   | - |   | - |   | (42,250) |
| Non-cash settlement of accounts payable                                                                                                                                                          |   | - |   | - |   | 453,241 |
| Stock-based compensation                                                                                                                                                                         |   | - |   | - |   | 121,597 |
| Increase (decrease) in:                                                                                                                                                                          |   |   |   |   |   |   |
| Accrued and unpaid consulting fees to related parties                                                                                                                                            |   | 12,500 |   | 21,500 |   | 260,500 |
| Accounts payable and accrued expenses                                                                                                                                                            |   | (1,599) |   | 4,987 |   | 20,648 |
|                                                                                                                                                                                             |   | (19,422) |   | (9,075) |   | (990,275) |
|                                                                                                                                                                                             |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                                                                                             |   | - |   | - |   | - |
|                                                                                                                                                                                             |   |   |   |   |   |   |
| Cash flows from financing activities:                                                                                                                                                            |   |   |   |   |   |   |
| Increase (decrease) in notes payable                                                                                                                                                             |   | - |   | - |   | 131,843 |
| Advances from (repayments to) related parties                                                                                                                                                    |   | 19,000 |   | 9,000 |   | 134,100 |
| Issuance of common stock                                                                                                                                                                         |   | - |   | - |   | 724,356 |
|                                                                                                                                                                                             |   | 19,000 |   | 9,000 |   | 990,299 |
|                                                                                                                                                                                             |   |   |   |   |   |   |
| Net increase (decrease) in cash                                                                                                                                                                  |   | (422) |   | (75) |   | 24 |
|                                                                                                                                                                                             |   |   |   |   |   |   |
| Cash, beginning of period                                                                                                                                                                        |   | 446 |   | 1,416 |   | - |
|                                                                                                                                                                                             |   |   |   |   |   |   |
| Cash, end of period                                                                                                                                                                              |   | 24 |   | 1,341 |   | 24 |

SUPPLEMENTAL CASH FLOW INFORMATION ANDNON-CASH INVESTING AND FINANCING ACTIVITIES (Note 7)                    

The accompanying notes are an integral part of these financial statements

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ASP VENTURES CORP.            (A Development Stage Company)NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

Note 1 – Nature of Operations and Basis of Presentation

(a)Organization

**The Company was incorporated under the laws of the State of Florida on March 23, 1989 and had no significant operations or activity until May 15, 1998 (date of inception of development stage). On May 15, 1998, the Company changed its name from Air        Support Services, Corp. to ASP Ventures Corp. The Company proposes to seek business ventures that will allow for long-term growth. Further, the Company is considered a development stage company as defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.**

(b)Going Concern         

**The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues or completed        development of any commercially acceptable products or services to date, has a working capital deficit of $1,304,643 at March 31, 2008 and has incurred losses of $2,635,931 since inception, and further significant losses are expected to be incurred in its development stage. The Company will depend almost exclusively on outside capital through the issuance of common shares, and advances from related parties to finance ongoing operating losses. The ability of the Company to continue as a        going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts        or the amount and classification of liabilities that might result from the outcome of this uncertainty.**

(c)Interim Financial Statements

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of        operations and cash flows at March 31, 2008 and March 31, 2007 and for the periods then ended have been made.                 Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements.  The results of operations for the periods ended        March 31, 2008 and March 31, 2007 are not necessarily indicative of the operating results for the full year.

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ASP VENTURES CORP.            (A Development Stage Company)            NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

**Note 2 – Summary of Significant Accounting Policies**

(a)Cash and Cash Equivalents         

**The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.**

(b)Use of Estimates in the Preparation of Financial Statements         

The preparation of financial statements in conformity with generally accepted accounting principles 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.

(c)Loss per Share

The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of        outstanding common shares during the period. Diluted loss per share gives effect to all dilutive stock equivalents outstanding during the period including stock options and warrants, using the treasury method, and preferred stock, using the if-converted method. Dilutive loss per share excludes all stock equivalents if their effect is anti-dilutive. The Company did not have any stock equivalents outstanding at March 31, 2008 and December 31, 2007.        Earnings Per Share computation for Continuing operations:                                            Three months ended March 31,

           2008               2007

          Numerator – (loss from continuing        operations)                                                                       $     (45,857)          $     (51,096)                  Denominator – weighted average                   number of shares        outstanding                                                                                                 42,071,069               41,071,069                                Loss per        share                                                                                                                       $     (0.00)          $     (0.00)

(d)Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, 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 balances. Deferred tax assets and        liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As of December 31, 2007, the Company had net operating loss carryforwards; however, due to the uncertainty of realization        the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

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ASP VENTURES CORP.            (A Development Stage Company)            NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

Note 2 – Summary of Significant Accounting Policies (continued)

(e)Financial Instruments

In accordance with the requirements of SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying values of cash, accounts payable, and amounts due to a related party        approximate fair value due to the short-term maturity of the instruments.                 (f)Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair        value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB)        Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. The Company has elected the modified        prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006        the first day of the Company’s fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123. As the Company did not grant any stock options in 2005, no pro forma information is provided.         

Prior to the adoption of SFAS No. 123R, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. The Company applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation        – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other        than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or        completion of performance by the provider of goods or services as defined by EITF 96-18.

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ASP VENTURES CORP.            (A Development Stage Company)            NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

Note 2 – Summary of Significant Accounting Policies (continued)         (g)Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS 161 which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash flows. The provisions        of SFAS 161 are effective for the period beginning after November 15, 2008. The Company is currently reviewing the effect, if any,that the adoption of this statement will have onthe Company’sfinancialstatements.

In December 2007, the FASB issued SFAS No. 160,“Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51.”This statements objective is to improve the relevance, comparability, and transparency of the financial        information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised),“Business Combinations.”This revision statement’s objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in        its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”SFAS 159 creates a fair value optionallowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial        assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would        allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted.The Companyis continuing to evaluate SFAS 159 and to assess the impact onthe Company’sresults        of operations and financial condition if an election is made to adopt the standard.

In January 2007,the Companyadopted FIN 48. FIN 48 clarifies the accounting for uncertain taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, "*Accounting for Income        Taxes."*FIN 48 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.

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ASP VENTURES CORP.            (A Development Stage Company)            NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

Note 3 – Due to Related Parties

Related party payables consist of the following:

|                                                                        |   | March 31, |   | December 31, |
|-----------------------------------------------------------------------------|--------|-----------|--------|--------------|
|                                                                        |   | 2008      |   | 2007         |
| Unsecured payable to a director and officer                                 |   | 1,500     |   | 7,000        |
| Unsecured payable to a company with a common director                       |   | 7,000     |   | -            |
| Unsecured payable to a shareholder with no specific terms and due on demand |   | 386,100   |   | 356,100      |
|                                                                        | $      | 394,600   | $      | 363,100      |

The amounts due to related parties are shown in current liabilities.

Note 4 – Related Party Transactions

The following represents related party transactions paid or accrued during the three months ended March 31, 2008 and 2007.

|                                                         |   | Three months ended |
|--------------------------------------------------------------|--------|--------------------|
|                                                         |   | March 31,          |
|                                                         |   | 2008               |   | 2007 |   |
| Consulting fees paid or accrued to a director                | $      | 7,500              | $ | 6,000 |   |
| Consulting fees paid or accrued to a significant shareholder |   | 15,000             |   | 15,000 |   |
| Rent paid or accrued to a significant shareholder            |   | 3,000              |   | 3,000 |   |
|                                                         | $      | 25,500             | $ | 24,000 |   |

The above transactions are in the normal course of operation and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Note 5 – Income Taxes

The Company has incurred an operating loss in the three months ended March 31, 2008 that may be available to offset future taxable income. The Company has adopted Financial Accounting Standards No. 109, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial        statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

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ASP VENTURES CORP.            (A Development Stage Company)            NOTES TOUNAUDITEDFINANCIAL STATEMENTS            March 31, 2008

Note 6 – Capital Stock

During the year ended December 31, 2007, the Company issued 1,000,000 common shares for cash of $10,000.                 The Company has not issued any stock options or warrants to date.

Note 7 – Supplemental Cash Flow Information         

The Company had noamounts paid for interestorincome taxes for the three months ended March 31, 2008 and 2007.

During the three months ended March 31, 2008 and 2007, the Company did not have any other significant non-cash transactions.

        Note 8 – Default Judgment         

Legal proceedings were initiated by Gem Global Yield Fund Limited and Turbo International Ltd. (“Plaintiffs”) against the Company on February 4, 2004 in the United States District Court, southern District of New York. The claim was for $525,000 plus interest in connection with the Company’s alleged breach of a settlement agreement purportedly        made between the Company, Elite Jet, Inc., Gem Global Yield Fund Limited and Turbo International Ltd. in satisfaction of funds loaned by the Plaintiffs to Elite Jet, Inc., a non-party to the legal proceedings. Although the Company denied any liability in this action, it did not file a defense to the legal proceedings which resulted in a Default.

Judgment was in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724 with interest accruing at 12% per annum on $525,000.                 The Company believes that in the event the Plaintiffs attempt to enforce this judgment through Court proceedings that the Company will ultimately succeed in defending this legal claim.                 As of March 31, 2008 and December 31, 2007, principal and interest accrued with respect to the Default Judgment was $831,921 and $816,387 respectively.

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**Item 2.     ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

This*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of thisquarterly reportcontain        forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences        include but are not limited to those discussed in the subsection entitled*Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31.All informationpresented herein is based on thethreemonthperiod endedMarch 31, 2008.

**Discussion and Analysis**

During thethree monthsendedMarch 31, 2008, the Company’s operations were limited to satisfying continuous public disclosure requirements and seekinga suitable business opportunity for        development through merger or acquisition.         

The Company’s plan of operationover the next twelve months is tocontinue efforts in identifyinga suitable business opportunity for development. Our planover that periodwill require working capitalof approximately$100,000.Should,weacquireor merge witha suitable business opportunity within the nexttwelvemonthsourfunding requirementswillchange.

The Company has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing.

**Results of Operations**

The Company has been funded since inception from public or private debt or equity placements or by related parties in the form of loans.We do not expect to realize revenue within the next twelve months or until such time aswe developa revenue producing businessthrough merger or acquisition.

        For the current fiscal year, the Company anticipates incurring a loss as a result of administration expenses, accounting costs, and expenses associated with maintaining its disclosure obligations under the Exchange Act of 1934, as amended (“Exchange Act”). Since we do not anticipate generating any revenues in the near term we will continue to operate at a loss.

***Net Losses***         For the period from May 15, 1998 toMarch 31, 2008, the Company has recorded a cumulative net loss of $2,635,931.Net losses for thethree monthsendedMarch31, 2008were $45,857as compared to        $51,096for thethree monthsendedMarch31, 2007. The Company’s operating lossessince inceptionare attributable to general and administrative expenses and a default judgment in the amount of $831,921including accrued interest as ofMarch31, 2008. The general and administrative expenses include accounting expenses, professional fees, consulting fees and costs associated with the preparation of disclosure documentation.         The Company expects to continue to operate at a loss through fiscal 2008 and due to the nature of our search for a suitable business opportunityfor development and wecannot determine whether we will ever generate revenues from operations.         

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***Income Tax Expense (Benefit)***

 

The Company has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that may offset any future operating profit.         

***Impact of Inflation***         The Company believes that inflation has had a negligible effect on operations over the past three years.         

***Capital Expenditures***         The Company expended no amounts on capital expenditures for the period from inception to March 31, 2008.

***Liquidity and Capital Resources***

        Cash flow used in operating activities was $990,275for the period from inception toMarch31, 2008. Cash flow used in operating activities for thethree monthsendedMarch31, 2008was        $19,422as compared to $9,075in cash flow used in operating activities for thethree monthsendedMarch31, 2007. Cash flow used in operating activities in the current period can be attributed to accounting costs and consulting expenses.                 Cash flow provided from financing activities was $990,299for the period from inception toMarch31, 2008. Cash flow provided by financing activities for the three monthsendedMarch31, 2008was $19,000 as compared to $9,000 for        thethree monthsendedMarch31, 2007. Cash flow provided by financing activities in the current period can be attributed to advances from a shareholder.                 Cash flows used in investing activities was $0 for the period from inception toMarch 31, 2008.                 The Company hadcurrent andtotal assets of $24as ofMarch31, 2008, consisting exclusively of cash on hand.The Company had current and total liabilities of $1,304,667as ofMarch31, 2008. The liabilities are accounts payable with accrued expenses of $78,146, a default judgment of $831,921, and related party payables of $394,600.Net stockholders' deficiency in the Company was $1,304,644atMarch 31, 2008.         

We do not have sufficient current assets or operational cash flow to meet ourcurrentobligationsor satisfy cash needs over the next twelve monthsand will be required to pursue debt or equity        financing to maintain operations. Sources for such prospective financing may consist of loans from shareholders, the sale of common stock or other equity instruments, or loans from other sources.Although we have funded our cash needs from inception fromsales of our equity,and a series of debt transactionswe can provide no assurance that        we will be able to obtain the required financing.

The Company had no formal long-term lines or credit or other bank financing arrangements as of March 31, 2008.         

The Company has no current plans for the purchase or sale of any plant or equipment.                 The Company has no current plans to make any changes in the number of employees.

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***Off Balance Sheet Arrangements***

As of March 31, 2008, the Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

***Going Concern***

The Company’s auditors have expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $2,635,931as ofMarch 31, 2008and our lack of revenue generating operations. The        Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; (iii) establishing revenues from prospective business opportunities; (iv) obtaining loans        and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

***Critical Accounting Policies***

In the notes to the audited financial statements for the year ended December 31, 2007 included in the Company’s Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by        us conform to accounting principles generally accepted in the United States of America.                 The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets        and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

******

***Forward Looking Statements and Factors That May Affect Future Results and Financial Condition***

The statements contained in the section titled*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report,with the        exception of historical facts, are forward looking statements. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

|  | ·      | our anticipated financial performance and business plan; |
|--|----------------------------------------|----------------------------------------------------------|

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

|  | ·      | our ability to raise additional capital to fund cash requirements for future operations; |
|--|----------------------------------------|------------------------------------------------------------------------------------------|

|  | ·      | uncertainties related to the Company’s future business prospects; |
|--|----------------------------------------|-------------------------------------------------------------------------|

|  | ·      | the ability of the Company to generate revenues to fund future operations; and |
|--|----------------------------------------|--------------------------------------------------------------------------------|

|  | ·      | the volatility of the stock market andgeneral economic conditions. |
|--|----------------------------------------|--------------------------------------------------------------------|

|  |       |  |
|--|--------------------------------|--|

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We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled*Risk Factors*included elsewhere        in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.         

***Stock-Based Compensation*On January 1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance        of such equity instruments. In January 2005, the Securities and Exchange Commission (Commission) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions        be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R.        The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as        determined under the pro forma provisions of SFAS No. 123.**

**Prior to the adoption of SFAS No.123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of        SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.**

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair        market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

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***Recent Accounting Pronouncements***

In March 2008, the FASB issued SFAS 161 which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash flows. The provisions        of SFAS 161 are effective for the period beginning after November 15, 2008. The Company is currently reviewing the effect, if any, that the adoption of this statement will have on our financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51.” This statements objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial        statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised), “Business Combinations.” This revision statement’s objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects on recognizing identifiable assets and measuring goodwill.        The adoption of SFAS 141 (revised) did not have an impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair        value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes        in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on our results of operations and financial condition if an election is made to adopt the standard.

In January 2007, we adopted FIN 48. FIN 48 clarifies the accounting for uncertain taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, "*Accounting for Income Taxes."*FIN 48 prescribes a recognition threshold        and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.

**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

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**ITEM 4T.     ****CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

        In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information        required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.                 Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.         

***Management’s Report on Internal Control over Financial Reporting***

        Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United        States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:         

|  | ·      | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

·     

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

·     

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may        deteriorate.                 The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2008, based on criteria established in*Internal Control – Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material        weaknesses in internal control over financial reporting.

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***Material Weakness***

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.                 We identified a material weaknessesattributed to a lack ofboth theoversight of management’s operation of the Companyand some key internal control tools. Our sole executive officer, who also actedas the sole member of our board of directors,could notprovide an adequate level of control over our financial reporting and procedures since therewasno viable process forconsideringmanagement’s accounting for and reporting of transactionsand there were not tools in place even if the process existed.                   Due to thesematerial weaknessesin internal control over financial reporting, the Company’s management has concluded, as of March 31, 2008, that the Company’s internal control over financial reporting was not effective based on the criteria in*Internal Control – Integrated Framework*issued by the COSO.          

The Company intends to remedy the material weakness identified by expanding its board of directors in order to implement a viable process forconsideringmanagement’s accounting for and reporting of transactions by directors independent of management as well as        developing those key internal control tools.The Company is actively remedying our material weaknessesthough the following:

|  | ·      | Forming an audit committee made up of independent directors to oversee management (we have begun this process by appointing an additionaldirector subsequent to the period ended March 31, 2008). |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Identifying and designing new entity-level controls to reduce the evaluation effort. |
|--|----------------------------------------|--------------------------------------------------------------------------------------|

|  | ·      | Integrating the processes to comply with Section 404 of the Sarbanes-Oxley Act of 2002. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------|

|  | ·      | Researching tools to support Section 404’s internal control assessment process.      |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | Reviewing other regulatory requirements to determine whether there is an opportunity to better integrate compliance procedures. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Improving the management and control around key spreadsheets used by the Company. |
|--|----------------------------------------|-----------------------------------------------------------------------------------|

***Changes in Internal Control over Financial Reporting***

        There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, 2008, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS**

Legal proceedings were initiated by Gem Global Yield Fund Limited and Turbo International Ltd. (“Plaintiffs”) against the Company on February 4, 2004 in the United States District Court, Southern District of New York. The claim is for $525,000 plus interest in connection with the Company’s alleged breach of a settlement        agreement purportedly made between the Company, Elite Jet, Inc, Gem Global Yield Fund Limited and Turbo International Ltd. in satisfaction of funds loaned by Plaintiffs to Elite Jet, Inc., a non-party to the legal proceedings. Although the Company denied any liability in this action it did not file a defense to the legal proceedings which resulted in a default judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,725 with interest accruing at 12% per annum on        $525,000. The judgment and accrued interest as ofMarch 31, 2008was $831,921.

 

The Company believes that in the event the Plaintiffs attempt to enforce this judgment through Court proceedings that the Company will ultimately succeed in defending this legal claim.

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**ITEM 1A.     RISK FACTORS         **

Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other informationcontained in this quarterlyreport. If any of these risks actually        occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

**Risks Related to the Company’s Business** 

Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this annual report. If any of these risks actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.         

***We have a history of significant operating losses and such losses may continue in the future*****.**         Since our inception in 1989, our expenses have substantially exceeded our income, resulting in continuing losses and an accumulated deficit of $2,635,931atMarch 31, 2008. During the current three month periodwe recorded a net loss of $45,857. The Company has never realized revenue from operations. We will continue to incur operating losses as we maintain our search for        asuitable business opportunity for development through merger or acquisitionand satisfy our ongoing disclosure requirements with the Commission. Our only expectation of future profitability is dependent upon our ability to acquireor merge witha revenue producing business opportunity, which can in no way be assured. Therefore, we may        never be able to achieve profitability.         

***The Company’s limited financial resources cast severe doubt on our ability to acquire******or merge with******a profitable business opportunity.***         The Company’s future operation is dependent upon the acquisition ofor merger witha profitable business opportunity. However, the prospect of such an acquisitionor mergeris doubtful due to the Company’s limited financial resources. Since we have no current business opportunity, the Company is not in a position to improve this        financial condition through debt or equity offerings. Therefore, this limitation may act as a deterrent in future negotiations with prospective acquisitionor mergercandidates. Should we be unable to acquireor merge witha profitable business opportunity the Company will, in all likelihood, be forced to cease operations.         

***The default judgment against us may hinder our ability to acquire******or merge with******a profitable business opportunity.***         Legal proceedings were initiated against the Company resulting in a default judgment on May 19, 2004, totaling $588,724 which liability has grown to $831,921with accrued interest as ofMarch 31, 2008. Though we deny any liability in the matter and believe that any attempt by the plaintiff in the case to enforce the judgment through court proceeding will fail, the liability will further hinder our ability to        fulfill our plan of operations in acquiring or merging witha profitable business.         

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**Risks Related to the Company’s Stock**

 

***The market for our stock is limited and our stock price may be volatile.***         The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to        day.         

***The Company does not pay cash dividends.***         The Company does not pay cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their        investment.         

***We incur significant expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance.***         We incur significant legal, accounting and other expenses as a result of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of                 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.         

***Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.***         Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material        weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.         

***The Company’s shareholders may face significant restrictions on their stock.***The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Actof 1933, as amended(the “Securities Act”)as follows:

 

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3a51-1     which defines penny stock as, generally speaking,those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least        three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2      which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3      which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4      which explains that compensation of broker/dealers must be disclosed;

15g-5      which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6      which outlines that broker/dealers must send out monthly account statements; and

15g-9     which defines sales practice requirements.

Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the        market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may        fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

OnApril8, 2008, the Company issued1,000,000 shares of restricted stocktoBafhir Hirjeefor cash consideration of        $10,000,or $0.01pershare, receivedduring the year ended December 31, 2007. The shares were issuedpursuant totheexemptionfrom registration provided by Regulation Sof the Securities Act. No commission was paid in connection with theissuance.

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Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process        pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of        securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.

The Companycomplied with the requirements of Regulation S by having made no directed offering efforts in the United States, by offering only to an offeree who was outside the United Statesat the time the subscription agreement was accepted, and ensuring        that the offeree to whom the stock is to be issued isa non-U.S. offeree with an addressin a foreign country. 

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES         **

None.

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

None.         

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibits required to be attached by Item 601 of Regulation S-Kare listed inthe Index to Exhibits on page25of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

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.         

***ASP Ventures Corp******.***

/s/ Nora Coccaro                              May14, 2008

Nora Coccaro

Chief Executive Officer, Chief Financial Officer,and Principal Accounting Officer

                    

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**INDEX TO****EXHIBITS**

***Exhibit     Description***

3 (i)(a) *     Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange Commission on December 21, 1999).

3 (i)(b) *     Amended Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange Commission on December 21, 1999).

3(i)(c) *     Amended Articles of Incorporation (incorporated 10-QSB filed with the Securities and Exchange Commission on August 10, 2007.

3 (ii) *     Bylaws of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange Commission on December 21, 1999).

14 *     Code of Ethics adopted March 30, 2004 (incorporated by reference to the Form 10-KSB/A filed with the Securities and Exchange Commission on April 2, 2004).

31     Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934,as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32          Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      *      Incorporated by reference to previous filings of the Company.

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