UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549



FORM 10-QSB



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

For the quarterly period ended March 31, 2001

OR

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

For the transition period from __________ to __________

Commission File Number: 000-28589

_________________________



ASP VENTURES CORP.



|FLORIDA
(State or other jurisdiction of
incorporation or organization)                                   | 98-0203918
(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|1177 West Hastings Street, #1818,
Vancouver, BC, Canada V6E 2K3
(Address of principal executive offices)

(604) 602-1717
(Issuer's telephone number)

_________________________



State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date:



3,150,000 as of May 11, 2001



Transitional Small Business Disclosure Format
(Check one):  Yes  [   ]   
 No  [X]

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ASP VENTURES CORP.

FORM 10-QSB

For the quarterly period ended March 31, 2001

INDEX



|PART 1.  | FINANCIAL INFORMATION |                                                                                        
|-------- | --------------------- | ---------------------------------------------------------------------------------------
|         |                       |                                                                                        
|         | Item 1.               | Financial Statements                                                                   
|         |                       |                                                                                        
|         |                       | Balance Sheets as of March 31, 2001 (unaudited) 
and December 31, 2000                 
|         |                       |                                                                                        
|         |                       | Statements of Operations (unaudited) for
the three months ended March 31, 2001 and 2000
|         |                       |                                                                                        
|         |                       | Statements of Cash Flows (unaudited) for
the three months ended March 31, 2001 and 2000
|         |                       |                                                                                        
|         |                       | Notes to Financial Statements                                                          
|         |                       |                                                                                        
|         | Item 2.               | Plan of Operations                                                                     
|         |                       |                                                                                        
|PART II. | OTHER INFORMATION     |                                                                                        
|         |                       |                                                                                        
|         | Item 1.               | Legal Proceedings                                                                      
|         |                       |                                                                                        
|         | Item 2.               | Changes in Securities                                                                  
|         |                       |                                                                                        
|         | Item 3.               | Defaults upon Senior Securities                                                        
|         |                       |                                                                                        
|         | Item 4.               | Submission of Matters to a Vote of Shareholders                                        
|         |                       |                                                                                        
|         | Item 5.               | Other Information                                                                      
|         |                       |                                                                                        
|         | Item 6.               | Exhibits and Reports on Form 8-K                                                       
|         |                       |                                                                                        
|         | Signatures            | 14                                                                                     
|         |                       |                                                                                        
|         | Exhibit Index         | 15                                                                                     

2

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PART I. - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL
STATEMENTS

The following financial statements for the period ended
March 31, 2001 are included in response to Item 1 and have been compiled by
management.

The financial statements should be read in conjunction with
the Plan of Operations and other financial information included elsewhere in
this Form 10-QSB.



|ASP VENTURES CORP.
BALANCE SHEETS
FOR THE PERIODS ENDED MARCH 31, 2001 AND DECEMBER 31, 2000
|--------------------------------------------------------------------------------------------
|                                                                                            
|                                                                                            
|                                                                                            
|ASSETS                                                                                      
|                                                                                            
|CURRENT ASSETS                                                                              
|                                                                                            
|                                                                                            
|                                                                                            
|LIABILITIES AND SHAREHOLDERS'
EQUITY                                                        
|                                                                                            
|CURRENT LIABILITIES                                                                         
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|SHAREHOLDERS' EQUITY                                                                        
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            



See accompanying notes to financial statements.

Approved by the Board:



|/s/ Ross Wilmot | Director |  | 
|--------------- | -------- |  | 

3

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|ASP VENTURES CORP.
STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|INCOME                                                                                                                
|                                                                                                                      
|                                                                                                                      
|GENERAL EXPENSES                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|NET LOSS FOR THE PERIOD                                                                                               
|DEFICIT - BEGINNING OF PERIOD                                                                                         
|                                                                                                                      
|DEFICIT - END OF PERIOD                                                                                               
|                                                                                                                      
|Loss per share                                                                                                        
|Weighted average number of shares
outstanding                                                                         

See accompanying notes to financial statements.

4

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|ASP VENTURES CORP.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|OPERATING ACTIVITIES                                                                                      
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          
|FINANCING ACTIVITIES                                                                                      
|                                                                                                          
|                                                                                                          
|DECREASE IN CASH DURING THE PERIOD                                                                        
|CASH - BEGINNING OF PERIOD                                                                                
|CASH - END OF PERIOD                                                                                      

See accompanying notes to financial statements.

5

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ASP VENTURES CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1.     Going concern:

The Company was incorporated under the laws of the State of
Florida on March 23, 1989, as Air Support Services, Corp.  On May 15, 1998, the
Company changed its name to ASP Ventures Corp.

Since inception, the Company has incurred cumulative losses
of $788,922, has a working capital deficiency of $320,922 and a deficiency in
shareholders' equity of $320,922.  The Company cannot meet its obligations as
they become due without additional funds being invested.  These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the normal course of
business.

The Company's ability to meet its obligations and maintain
its operations is contingent upon several factors, including the acquisition of
a business which would lead to profitable operations, successful completion of
additional financing arrangements, the continuing support of its creditors
and/or the completion of a business combination with a company which would
assist in obtaining necessary financing.  Management of the Company plans to
complete a business combination (Note 7) and raise funds through an equity
offering to address the going concern uncertainty.

2.     Summary of significant
accounting policies:

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of
America.

(a)     Use of estimates



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 at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting periods.  Actual results may differ from those
estimates.

(b)     Cash

Cash consists of cash on hand, deposits in banks and highly
liquid investments with an original maturity, at the date of purchase, of ninety
days or less.

(c)     Loss per common share

The loss per common share is calculated based on the weighted
average number of shares outstanding during the year.

(d)     Income taxes

Income taxes are reported under Statement of Financial
Accounting Standards No. 109 and, accordingly, deferred income taxes are
recognized using the asset and liability method whereby deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and operating loss and tax
credit carryforwards.  Valuation allowances are provided if, after considering
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.

(e)     Recent pronouncements

In June 1998 the Financial Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities, which
standardizes the accounting for derivative instruments.  SFAS No. 133 is
effective for the first fiscal quarter of 2001.  The Company does not engage in
hedging activities or invest in derivative instruments; therefore, the adoption
of SFAS No. 133 will not have a material effect on the Company's financial
statements.

In March 2000, FASB issued FASB Interpretation No. 44
("FIN No. 44"), Accounting for Certain Transactions Involving Stock
Compensation.  The Company was required to adopt FIN No. 44 effective July
1, 2000 with respect to

6

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ASP VENTURES CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

(e)     Recent pronouncements,
continued

certain provisions applicable to, amongst other things, new
awards, modifications to outstanding awards and changes to grantee status that
occur on or after that date.  FIN No. 44 also addresses practice issued related
to the application of APB Opinion No. 25.  The Company has determined that the
application of FIN No. 44 did not have a material effect on its consolidated
financial statements.

In December 1999, the staff of the Securities and Exchange
Commission released Staff Accounting Bulletin 101 ("SAB 101"),
Revenue Recognition, to provide guidance on the recognition, presentation
and disclosure of revenues in financial statements.  SAB 101 has no effect on
the Company's financial statements as the Company has no operating revenue.

|              |   | March 31, 
2001 |  |   | December 31, 
2000 | 
|------------- | - | --------------- |  | - | ------------------ | 
|Notes payable | $ | 110,843         |  | $ | 110,843            | 

During the year ended December 31, 2000, companies controlled
by former directors advanced funds under notes that are payable on demand.  The
notes bear interest at 6% per annum.

|                                                       | Common Stock |   | Additional
paid-in
capital |   |   | Total  
|------------------------------------------------------ | ------------ | - | -------------------------- | - | - | -------
|                                                       | Shares       |   | Amount                     |   |   |        
|Balance, December 31, 1995, 1996,
1997                 | 5,000        | $ | 5,000                      |   | $ | -      
|Change of par value of shares from 
   $1.00 to $0.001 | -            |   | (4,995                     | ) |   | 4,995  
|Subdivision (Note 4(iii))                              | 995,000      |   | 995                        |   |   | (995   
|Balance, December 31, 1998                             | 1,000,000    |   | 1,000                      |   |   | 4,000  
|Private placement                                      | 2,000,000    |   | 2,000                      |   |   | 386,000
|Balance, December 31, 1999                             | 3,000,000    |   | 3,000                      |   |   | 390,000
|Settlement of consulting fees owed                     | 150,000      |   | 150                        |   |   | 74,850 
|Balance, December 31, 2000                             | 3,150,000    | $ | 3,150                      |   | $ | 464,850



(i) During the year ended December 31, 2000, the Company
issued 150,000 common shares at $0.50 per share in settlement of $75,000 of
accounts payable.

(ii) During the year ended December 31, 1999, the Company
issued 2,000,000 common shares at $0.20 per share for gross proceeds of
$400,000, less financing costs of $12,000.

(iii) During the year ended December 31, 1998, the Company
subdivided its common shares on a 200:1 basis, thereby increasing the number of
outstanding common shares to 1,000,000.

5.     Related party
transactions

Management fees paid or payable to directors during the
three-month period amounted to $7,500.  $47,500 is due to related parties.

7

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ASP VENTURES CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6.     Subsequent events

Subsequent to March 31, 2001:

(a) Pursuant to the Memorandum of Understanding dated March
5, 2001, the Company has signed an addendum to provide for a sixty (60) day
extension.  The revised period will be ninety (90) days from the date of
acceptance and, consequently, the expiry of the due diligence period will occur
June 4, 2001.

(b) By letter received on April 27, 2001, Deloitte &
Touche resigned as our principal independent accountants effective May 15, 2001.
The reports of Deloitte & Touche on our financial statements for the past
two fiscal years did not contain any adverse opinions or disclaimers of opinion
and were not modified as to uncertainty, audit scope, or accounting principles.
There were no disagreements with our former accountant, whether or not resolved,
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which if not resolved would have
caused our former accountant to make reference to the subject matter of the
disagreement(s) in connection with its report.

8

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ITEM 2.     PLAN OF OPERATIONS

We are not currently engaged in any business. Pursuant to a
non-binding memorandum of understanding, we intend to acquire 100% of the issued
and outstanding stock of Promerita Inc. Promerita provides specialty healthcare
supplies to ophthalmologists and other ophthalmic healthcare providers. Through
its online "Ophthalmic Exchange," Promerita seeks to supply ophthalmic
healthcare providers with a fast and efficient method to order specialty
surgical supplies over the internet. By establishing relationships with various
medical supply manufacturers, Promerita's exchange allows healthcare providers
to purchase and track delivery of the supplies they need for LASIK, cataract
surgery, and other state-of-the-art procedures. Promerita's goal is to create an
online "one stop shop" for ophthalmic healthcare providers who now deal directly
with several manufacturers or suppliers.

The non-binding memorandum of understanding with Promerita
contemplates our issuing approximately 10 million shares of our common stock for
all of the outstanding Promerita shares, thereby making Promerita our wholly
owned subsidiary. The number of shares to be issued is subject to adjustment
based upon an independent valuation acceptable to both ASP and Promerita's
shareholders. The Promerita acquisition will not be consummated unless a number
of contingencies are satisfied. These contingencies include our obtaining a
valuation satisfactory to us and Promerita's shareholders, and approval by our
shareholders and Promerita's shareholders. Our acquisition of Promerita is also
dependant upon the completion of our due diligence and agreement of the parties
on final documentation and terms. If we are successful in acquiring Promerita,
we will be in the healthcare supply industry and continue to develop Promerita's
business.

There can be no assurance that we will be able to consummate
the above described transaction. If the acquisition of Promerita is not
completed, we intend to seek other potential acquisition targets.

If we require additional capital in connection with our
acquisition of Promerita, we plan to raise such additional funds through the
private placement of common stock.

9

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PART II



Item 1.     Legal Proceedings.



There are no pending legal proceedings to which we, our
director, or our officer are a party. We have no knowledge of any pending legal
proceedings to which parties owning 5% of our common stock are a party. We do
not know of any legal proceedings contemplated or threatened by or against
us.

Item 2.     Changes in Securities.

a)     None

b)     None

c)     None

d)     None

Item 3.     Defaults Upon Senior
Securities.

None

Item 4.     Submission of Matters
to a Vote of Security Holders

None

Item 5.     Other
Information

None

Item 6.     Exhibits and Reports
Filed on Form 8-K

a)     Exhibits

10.1     Memorandum of Understanding
with Promerita Inc., dated March 5, 2001
10.2     Addendum to Memorandum of
Understanding with Promerita Inc., dated May 5, 2001

10

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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.

Dated:  May 14, 2001



| | ASP VENTURES CORP. 
| | -------------------
| |                    
| | /s/ Ross Wilmot    
| | Ross WilmotDirector

11

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EXHIBIT INDEX



|Exhibit No. | Description                                                                                                                                        
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|10.1
10.2   | Memorandum of Understanding with Promerita Inc., dated March 5,
2001
Addendum to Memorandum of Understanding with Promerita Inc., dated May 5, 2001

12