**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM        10-QSB**

 

*(Mark        One)*

|   | x | Quarterly report under Section 13 or 15(d) of the Securities                        Exchange Act of 1934 for the quarterly period ended**June 30, 2007.** |
|--------|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | o | Transition report under Section 13 or 15(d) of the                        Securities Exchange Act of 1934 for the transition period from to                        . |
|--------|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Commission file number:**0-25589**

 

**ASP        VENTURES CORP.**

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

 

 

| **Florida**

(State or other jurisdiction of

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

(I.R.S. Employer

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

 

 

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

(Address        of principal executive office) (Postal Code)

 

**(604) 602-1717**

(Issuer’s telephone number)

 

Check        whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d)        of the Exchange Act during the past 12 months (or for such shorter period that the        registrant was required to file such reports), and (2) has been subject to such filing        requirements for the past 90 days.

 

Yes**X** No        _____ 

 

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

 

Yes**X**No        _____

 

The        number of outstanding shares of the registrant’s common stock, $0.001 par value (the        only class of voting stock), as of August 10, 2007 was 41,071,069.

 

1

 

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**TABLE OF CONTENTS**

**           **Page**    **PART I.**     **ITEM 1.                    FINANCIAL STATEMENTS**  3   Balance Sheet as of June 30, 2007                            (unaudited)   4   Interim  Statement of Operations                            for the three and six month periods  ended June 30, 2007 and 2006                            and the period from inception to June 30, 2007                            (unaudited)   5   Interim  Statement of Cash Flows for                            the three and six month periods ended June 30, 2007 and 2006 and the                            period from inception to June 30, 2007 (unaudited)   6   Notes to Interim  Financial                            Statements (unaudited)  7                 **ITEM 2. MANAGEMENT'S PLAN OF                            OPERATION**  15  **ITEM 3.                    CONTROLS AND PROCEDURES**  20 **PART II.**     **ITEM 1.                    LEGAL PROCEEDINGS**  20  **ITEM 2.                    UNREGISTERED SALES OF EQUITY SECURITIES**  20  **ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES**  20  **ITEM 4.                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**  21  **ITEM 5.                    OTHER INFORMATION**  21  **ITEM 6.                    EXHIBITS**  21  **SIGNATURES**  22 **INDEX TO                    EXHIBITS**  23 **
**            2        **

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**PART        I**

 

| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

As used        herein, the terms “Company,” “we,” “our”, and        “us” refer to ASP Ventures Corp., a Florida corporation, unless otherwise        indicated. In the opinion of management, the accompanying unaudited financial statements        included in this Form 10-QSB reflect 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

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| **ASP VENTURES CORP.**                                                                 |
|----------------------------------------------------------------------------------------|
| **(A Development Stage Company)**                                                      |
|                                                                                   |   |   |   |
| **BALANCE SHEETS**                                                                     |
|                                                                                   |   |   |   |
|                                                                                   |   |   |   |
|                                                                                   | June 30, |   | December 31, |
| **ASSETS**                                                                             | 2007 |   | 2006 |
|                                                                                   | (Unaudited) |   |   |
|                                                                                   |   |   |   |
| Current assets:                                                                        |   |   |   |
| Cash                                                                                   | $ 2,839 |   | $ 1,416 |
|                                                                                   |   |   |   |
|                                                                                   |   |   |   |
|                                                                                   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY                        (DEFICIT)**              |   |   |   |
|                                                                                   |   |   |   |
| Current liabilities:                                                                   |   |   |   |
| Accounts payable and accrued expenses                                                  | 78,686 |   | 74,134 |
| Default judgment (Note 8)                                                              | 784,628 |   | 753,387 |
| Related party payables (Note 3)                                                        | 308,600 |   | 243,000 |
| Total current liabilities                                                              | 1,171,914 |   | 1,070,521 |
|                                                                                   |   |   |   |
| Stockholders' deficit:                                                                 |   |   |   |
| Capital stock (Note 6)                                                                 |   |   |   |
| Common stock, $.001 par value, 250,000,000 shares                        authorized;   |   |   |   |
| 41,071,069 and 41,071,069 issued and outstanding,                        respectively. | 41,070 |   | 41,070 |
| Additional paid-in capital                                                             | 1,280,217 |   | 1,280,217 |
| Deficit accumulated during the development stage                                       | (2,490,362) |   | (2,390,392) |
| Total stockholders' deficit                                                            | (1,169,075) |   | (1,069,105) |
|                                                                                   |   |   |   |
| Total liabilities and stockholders' deficit                                            | $ 2,839 |   | $ 1,416 |
|                                                                                   |   |   |   |
|                                                                                   |   |   |   |
| **GOING CONCERN (Note 1(b))**                                                          |   |   |   |

 

The        accompanying notes are an integral part of these interim financial statements

4

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

 

**INTERIM STATEMENTS OF OPERATIONS**

(Unaudited)

|                                      |   |                         |   |                       |   |                |   |       |   | Cumulative       |
|-------------------------------------------|--------|------------------------------|--------|----------------------------|--------|---------------------|--------|------------|--------|------------------|
|                                      |   |                         |   |                       |   |                |   |       |   | results of       |
|                                      |   |                         |   |                       |   |                |   |       |   | operations from  |
|                                      |   |                         |   |                       |   | May 15,1998         |
|                                      |   | Three months ended

June 30, |   | Six months ended

June 30, |   | (Date of Inception) |
|                                      |   | 2007                         |   | 2006                       |   | 2007                |   | 2006       |   | to June 30, 2007 |
|                                      | $      |                         | $      |                       | $      |                | $      |       | $      |             |
|                                      |   |                         |   |                       |   |                |   |       |   |             |
| Revenue                                   |   | -                            |   | -                          |   | -                   |   | -          |   | -                |
|                                      |   |                         |   |                       |   |                |   |       |   |             |
| General and administrative costs          |   | 33,167                       |   | 38,305                     |   | 68,729              |   | 75,322     |   | 1,747,984        |
| Gain on forgiveness of debt               |   | -                            |   | -                          |   | -                   |   | -          |   | (42,250)         |
| Loss - default judgment (Note 8)          |   | 15,707                       |   | 15,707                     |   | 31,241              |   | 31,241     |   | 784,628          |
|                                      |   |                         |   |                       |   |                |   |       |   |             |
| Net loss                                  |   | (48,874)                     |   | (54,012)                   |   | (99,970)            |   | (106,563)  |   | (2,490,362)      |
|                                      |   |                         |   |                       |   |                |   |       |   |             |
| Loss per common share - basic and diluted | (0.00) |                         | (0.00) |                       | (0.00) |                | (0.00) |       |   |
|                                      |   |                         |   |                       |   |                |   |       |   |             |
| Weighted average common shares -          |   |                         |   |                       |   |                |   |       |   |             |
| basic and diluted                         |   | 41,071,069                   |   | 41,070,069                 |   | 41,071,069          |   | 41,070,069 |   |             |

 

 

The        accompanying notes are an integral part of these interim financial statements

5

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

 

**INTERIM STATEMENT OF CASH FLOWS**

(Unaudited)

|                                          |   |                       |   |                |   | Cumulative       |
|-----------------------------------------------|--------|----------------------------|--------|---------------------|--------|------------------|
|                                          |   |                       |   |                |   | results of       |
|                                          |   |                       |   |                |   | operations from  |
|                                          |   |                       |   | May 15,1998         |
|                                          |   | Six months ended

June 30, |   | (Date of Inception) |
|                                          |   | 2007                       |   | 2006                |   | to June 30, 2007 |
|                                          | $      |                       | $      |                | $      |             |
| Cash flows from operating activities:         |   |                       |   |                |   |             |
| Net loss                                      |   | (99,970)                   |   | (106,563)           |   | (2,490,362)      |
| Adjustments to reconcile net loss to net cash |   |                       |   |                |   |             |
| used in operating activities:                 |   |                       |   |                |   |             |
| Loss - default judgment                       |   | 31,241                     |   | 31,241              |   | 784,627          |
| Gain on forgiveness of debt                   |   | -                          |   | -                   |   | (42,250)         |
| Non-cash settlement of accounts payable       |   | -                          |   | -                   |   | 453,241          |
| Stock-based compensation                      |   | -                          |   | -                   |   | 121,597          |
| Accrued and unpaid consulting fees            |   | 39,000                     |   | 36,225              |   | 214,500          |
| Increase (decrease) in:                       |   |                       |   |                |   |             |
| Accounts payable and accrued expenses         |   | 4,552                      |   | (4,467)             |   | 21,186           |
|                                          |   | (25,177)                   |   | (43,564)            |   | (937,460)        |
|                                          |   |                       |   |                |   |             |
| Cash flows from financing activities:         |   |                       |   |                |   |             |
| Increase (decrease) in notes payable          |   | -                          |   | -                   |   | 131,843          |
| Advances from (repayments to) related parties |   | 26,600                     |   | 41,500              |   | 94,100           |
| Issuance of common stock                      |   | -                          |   | -                   |   | 714,356          |
|                                          |   | 26,600                     |   | 41,500              |   | 940,299          |
|                                          |   |                       |   |                |   |             |
| Net increase (decrease) in cash               |   | 1,423                      |   | (2,064)             |   | 2,839            |
|                                          |   |                       |   |                |   |             |
| Cash, beginning of period                     |   | 1,416                      |   | 5,124               |   | -                |
|                                          |   |                       |   |                |   |             |
| Cash, end of period                           |   | 2,839                      |   | 3,060               |   | 2,839            |
|                                               |        |                            |        |                     |        |                  |  |  |

SUPPLEMENTAL CASH FLOW INFORMATION AND

NON-CASH        INVESTING AND FINANCING ACTIVITIES (Note 7)

 

The        accompanying notes are an integral part of these interim financial statements

 

6

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

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). 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        $1,169,075 at June 30, 2007 and has incurred losses of $2,490,362 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.

 

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.

 

 

7

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(c)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        June 30, 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.

 

(d)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 potential common shares        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 potential common shares if their effect is anti-dilutive.

 

(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.

 

 

 

 

 

 

 

8

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(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.

 

 

9

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(g)Recent Accounting Pronouncements 

 

In February        2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial        Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more        consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No.        133, “Accounting for Derivative Instruments and Hedging Activities”, to permit        fair value re-measurement for any hybrid financial instrument with an embedded derivative        that otherwise would require bifurcation, provided that the whole instrument is accounted        for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the        Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose        entity to hold a derivative financial instrument that pertains to a beneficial interest        other than another derivative financial instrument. SFAS No. 155 applies to all financial        instruments acquired or issued after the beginning of an entity’s first fiscal year        that begins after September 15, 2006, with earlier application allowed. The adoption of        this statement is not expected to have a material effect on the Company’s future        reported financial position or results of operations.

 

In March        2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an        amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial        Assets and Extinguishments of Liabilities”. This statement requires all separately        recognized servicing assets and servicing liabilities be initially measured at fair value,        if practicable, and permits for subsequent measurement using either fair value measurement        with changes in fair value reflected in earnings or the amortization and impairment        requirements of Statement No. 140. The subsequent measurement of separately recognized        servicing assets and servicing liabilities at fair value eliminates the necessity for        entities that manage the risks inherent in servicing assets and servicing liabilities with        derivatives to qualify for hedge accounting treatment and eliminates the characterization        of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective        for an entity’s first fiscal year beginning after September 15, 2006. The adoption of        this statement is not expected to have a material effect on the Company’s future        reported financial position or results of operations.

 

In        September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.        This Statement defines fair value, establishes a framework for measuring fair value in        generally accepted accounting principles (GAAP), expands disclosures about fair value        measurements, and applies under other accounting pronouncements that require or permit fair        value measurements. SFAS No. 157 does not require any new fair value        measurements. However, the FASB anticipates that for some entities, the application of        SFAS No. 157 will change current practice. SFAS No. 157 is effective for        financial statements issued for fiscal years beginning after November 15, 2007, which        for the Company would be the fiscal year beginning January 1, 2008. The Company is        currently evaluating the impact of SFAS No. 157 but does not expect that it will        have a material impact on its financial statements.

 

10

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(g)Recent Accounting Pronouncements ( continued) 

 

In        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for        Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB        Statements No. 87, 88, 106, and 132(R)". This statement requires employers to recognize the        over or under funded status of a defined benefit postretirement plan (other than a        multiemployer plan) as an asset or liability in its statement of financial position and to        recognize changes in that funded status in the year in which the changes occur through        comprehensive income of a business entity or changes in unrestricted net assets of a        not-for-profit organization. This statement also requires an employer to measure the funded        status of a plan as of the date of its year-end statement of financial position, with        limited exceptions. The provisions of SFAS No. 158 are effective for employers with        publicly traded equity securities as of the end of the fiscal year ending after December        15, 2006. The adoption of this statement is not expected to have a material effect on the        Company’s future reported financial position or results of operations

 

In        September 2006, the SEC issued Staff Accounting Bulletin        (“SAB”) No. 108, “Considering the Effects of Prior Year        Misstatements when Quantifying Misstatements in Current Year Financial Statements.”        SAB No. 108 addresses how the effects of prior year uncorrected misstatements should        be considered when quantifying misstatements in current year financial statements. SAB        No. 108 requires companies to quantify misstatements using a balance sheet and income        statement approach and to evaluate whether either approach results in quantifying an error        that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is        effective for periods ending after November 15, 2006. The Company is currently        evaluating the impact of adopting SAB No. 108 but does not expect that it will have a        material effect on its financial position and results of operations.

 

In February        2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and        Financial Liabilities”. This Statement permits entities to choose to measure many        financial assets and financial liabilities at fair value. Unrealized gains and losses on        items for which the fair value option has been elected are reported in earnings. SFAS No.        159 is effective for fiscal years beginning after November 15, 2007. The Company is        currently assessing the impact of SFAS No. 159 on its financial position and results of        operations.

 

11

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 3        – Due to Related Parties 

 

Related        party payables consist of the following:

|                                                                                               |   | June 30, |   | December 31, |
|----------------------------------------------------------------------------------------------------|--------|----------|--------|--------------|
|                                                                                               |   | 2007     |   | 2006         |
| Unsecured payable to a director and officer                                                        |   | 4,500    |   | 1,500        |
| Unsecured payable to a shareholder with no specific terms                        and due on demand |   | 304,100  |   | 241,500      |
|                                                                                               | $      | 308,600  | $      | 243,000      |

 

 

Note 4        – Related Party Transactions 

 

The        following represents related party transactions paid or accrued during the six months ended        June 30, 2007 and 2006.

 

|                                                                                |   | Six months ended |
|-------------------------------------------------------------------------------------|--------|------------------|
|                                                                                |   | June 30,         |
|                                                                                |   | 2007             |   | 2006 |   |
| Consulting fees paid or accrued to a director                                       | $      | 12,000           | $ | 12,000 |   |
| Consulting fees paid or accrued to a significant                        shareholder |   | 30,000           |   | 30,000 |   |
| Rent paid or accrued to a significant shareholder                                   |   | 6,000            |   | 6,000 |   |
|                                                                                | $      | 48,000           | $ | 48,000 |   |

 

 

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.        Refer to Note 7.

 

Note 5        – Income Taxes 

 

The Company        accounts for its income taxes in accordance with the FASB No. 109, “Accounting for        Income Taxes.” As of June 30, 2007, the Company had net operating loss carry forwards        that may be available to reduce future years’ taxable income and will expire        commencing in 2015. Availability of loss usage is subject to change of ownership        limitations under Internal Revenue Code 382. Future tax benefits which may arise as a        result of these losses have not been recognized in these financial statements, as their        realization is determined not likely to occur and accordingly, the Company has recorded a        valuation allowance for the deferred tax asset relating to these tax loss        carryforwards.

 

 

 

12

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

Note 6        – Capital Stock

 

There were        no changes in share capital for the six months ended June 30, 2007.

 

There were        no changes in share capital for the year ended December 31, 2006.

 

During the        year ended December 31, 2005:

 

|   | **•** | The Company issued 1,000,000 shares of common stock to a                        significant shareholder in exchange for consulting services valued at                        $10,000. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The Company issued 12,493,300 shares of common stock for                        cash of $124,933. |
|--------|------------|---------------------------------------------------------------------------------------------------|

 

The Company        has not issued any stock options or warrants to date.

 

Note 7        – Supplemental Cash Flow Information 

 

Actual        amounts paid for interest and income taxes for the six months ended June 30, 2007 and 2006        are as follows:

 

|         | Six months ended June 30, |
|--------------|---------------------------|
|         |                      | 2007 |   | 2006 |
| Interest     | $                         | - | $ | - |
| Income taxes | $                         | - | $ | - |

 

 

During        the six months ended June 30, 2007, the Company did not have any other significant non-cash        transactions.

 

During        the year ended December 31, 2006, the Company did not have any other significant non-cash        transactions.

 

During        the year ended December 31, 2005, the Company issued 1,000,000 shares of common stock to a        significant shareholder in exchange for consulting services valued at $10,000.

 

13

 

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**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES        TO INTERIM FINANCIAL STATEMENTS**

**June        30, 2007**

**Unaudited**

 

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 June        30, 2007 and December 31, 2006, principal and interest accrued with respect to the Default        Judgment was $784,628 and $753,387 respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

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**ITEM        2.**

 

**MANAGEMENT’S PLAN OF OPERATION**

 

This        Management's Plan of Operation and Results of Operations and other parts of this report        contain 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 subsections 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. All information presented herein is based on our period ended June 30, 2007. Our        fiscal year end is December 31.

 

***Business***

         

The        Company’s plan of operation for the coming year is to identify and acquire a        favorable business opportunity. The Company does not plan to limit its options to any        particular industry, but will evaluate each opportunity on its merits.

 

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***

 

During the        period ended June 30, 2007, the Company remained in the process of identifying a        prospective business opportunity, which opportunity if acquired, may or may not produce        revenue. Therefore, due to this uncertainty, the Company does not expect any revenues until        such time as a revenue producing acquisition is accomplished.

 

***Net        Losses***

 

For the        period from May 15, 1998 to June 30, 2007, the Company has recorded a cumulative net loss        of $2,490,362. Net losses for the three month period ended June 30, 2007 were $48,874 as        compared to $54,012 for the three month period ended June 30, 2006. Net losses for the six        month period ended June 30, 2007 were $99,970 as compared to $106,563 for the six month        period ended June 30, 2006. The Company’s operating losses are attributable to        general and administrative expenses and a default judgment in the amount of $784,628        including accrued interest as of June 30, 2007. The general and administrative expenses        include incorporation costs, 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 2007 and due to the nature of our        search for a suitable business opportunity cannot determine whether we will ever generate        revenues from operations.

 

***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.

 

15

 

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***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 June 30,        2007.

 

***Capital Resources and Liquidity***

 

The Company        had current and total assets of $2,839 as of the six month period ended June 30, 2007,        consisting exclusively of cash on hand. Net stockholders' deficiency in the Company was        $1,169,075 at June 30, 2007. The Company is in the development stage and, since inception,        has experienced significant changes in liquidity, capital resources and shareholders’        equity.

 

Cash flow        used in operating activities was $937,460 for the period from inception to June 30, 2007.        Cash flow used in operating activities for the six month period ended June 30, 2007 was        $25,177 as compared to $43,564 in cash flow used in operating activities for the six months        ended June 30, 2006. Cash flow used in operating activities in the current six month period        can be attributed to accounting costs and consulting expenses.

 

Cash flow        provided from financing activities was $940,299 for the period from inception to June 30,        2007. Cash flow provided by financing activities for the six month period ended June 30,        2007 was $26,600 as compared to $41,500 for the six months ended June 30, 2006. Cash flow        provided by financing activities in the current six month period can be attributed to        advances from a shareholder.

 

Cash flows        used in investing activities was $0 for the period from inception to June 30,        2007.

 

The        Company’s current assets may not be sufficient to conduct its plan of operation over        the next twelve (12) months. Further, should the Company acquire a business opportunity        over the next twelve month period, cash requirements may exceed current assets and the        Company will have to seek debt or equity financing to fund operations. The Company has no        current commitments or arrangements with respect to, or immediate sources of funding.        Further, no assurances can be given that funding, if needed, would be available or        available to the Company on acceptable terms. The Company’s major shareholders would        be the most likely source of new funding in the form of loans or equity placements though        none have made any commitment for future investment and the Company has no agreement formal        or otherwise.

 

The Company        had no formal long term lines or credit or other bank financing arrangements as of June 30,        2007.

 

Since        earnings, if any, will be reinvested in operations, the Company does not expect to pay cash        dividends in the foreseeable future.

 

The Company        has no defined benefit plan or contractual commitment with any of its officers or        directors.

 

The Company        has no current plans for any significant purchase or sale of any plant or        equipment.

 

 

 

16

 

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***Off        Balance Sheet Arrangements***

 

As of June        30, 2007, 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.

 

***Critical Accounting Policies***

 

In the        notes to the audited financial statements for the year ended December 31, 2006 included in        the Company’s Form 10-KSB, 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 “*Plan of        Operation*,” with the exception of historical facts, are        forward looking statements within the meaning of Section 27A of the Securities Act. A        safe-harbor provision may not be applicable to the forward looking statements made in this        Form 10-QSB because of certain exclusions under Section 27A (b). 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; |
|--------|---|---------------------------------------------------------------------------------------------------|

|   | - | the volatility of the stock market and; |
|--------|---|-----------------------------------------|

|   | - | general economic conditions. |
|--------|---|------------------------------|

 

We wish to        caution readers that the Company’s 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*” below. 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 is required by law.

 

 

 

17

 

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***Risks        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 information contained in this quarterly 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 $2,390,392 at December 31, 2006, which had        increased to $2,490,362 at June 30, 2007. The Company has never realized revenue from        operations. We will continue to incur operating losses as we maintain our search for a        suitable business opportunity and satisfy our ongoing disclosure requirements with the        Commission. Our only expectation of future profitability is dependent upon our ability to        acquire a revenue producing business opportunity, which acquisition 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 a        profitable business opportunity.*

 

The        Company’s future operation is dependent upon the acquisition of a profitable business        opportunity. However, the prospect of such an acquisition is 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 acquisition candidates. Should we be unable to acquire a 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 a profitable business        opportunity.*

 

Legal        proceedings were initiated against the Company resulting in a default judgment on May 19,        2004, totaling $588,724.45 which amount, including interest, has increased to $784,628 as        of June 30, 2007. 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        acquisition of a profitable business.

 

*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.

 

 

 

 

 

18

 

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*We may        incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.*

 

We may        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, 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, beginning with our annual report for the        year ending December 31, 2008, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will 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 assert that our internal controls are        effective as of December 31, 2008, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

 

**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 $2,390,392 as of        December 31, 2006 which has grown to $2,490,362 as of June 30, 2007. 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: (1) obtaining funding        from private placement sources; (2) obtaining additional funding from the sale of the        Company’s securities; (3) establishing revenues from prospective business        opportunities; (4) 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.

 

 

 

 

 

 

 

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| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

The        Company’s president acts both as the Company’s chief executive officer and        chief financial officer and is responsible for establishing and maintaining disclosure        controls and procedures for the Company.

 

(a)        Evaluation of Disclosure Controls and Procedures

 

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of        June 30, 2007. Based on this evaluation, our principal executive officer and our principal        financial officer concluded that, as of the end of the period covered by this report, our        disclosure controls and procedures were effective and adequately designed to ensure that        the information required to be disclosed by us in the reports we submit under the Exchange        Act is recorded, processed, summarized and reported within the time periods specified in        the applicable rules and forms and that such information was accumulated and communicated        to our chief executive officer and chief financial officer, in a manner that allowed for        timely decisions regarding required disclosure.

 

(b) Changes        in Internal Controls

 

During the        period ended June 30, 2007, there has been no change in internal control over financial        reporting that has materially affected, or is reasonably likely to materially affect our        internal control over financial reporting.

 

**PART        II**

 

| **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 breech 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 of June 30,        2007 was $784,628.

 

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.

 

| **ITEM 2.** | **CHANGES IN SECURITIES** |
|-------------|---------------------------|

 

None.

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

 

None.

 

 

20

 

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

 

On May 11,        2007, at a special meeting of the Company’s shareholders a majority of the        outstanding shares of our common stock entitled to vote authorized the board of directors        to amend our amended articles of incorporation to increase the number of authorized common        shares from 50,000,000 par value $0.001 to 250,000,000 par value $0.001. As of the record        date, we had 41,071,069 shares of common stock issued and outstanding with each share of        common stock entitled to one vote. The holders of 24,166,233 shares of our outstanding        common shares, representing approximately 59% of the votes entitled to be cast, approved        the increase of our authorized common shares to 250,000,000 par value $0.001 while 2,000        shares of our outstanding shares, representing less than 1% voted against the        increase.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

 

None.

 

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 23 of this Form 10-QSB, and are incorporated herein by this reference.

 

         

         

         

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act, the registrant caused this        report to be signed on its behalf by the undersigned, hereunto duly authorized, this        10th day of August, 2007.

 

 

| **ASP VENTURES CORP.** |
|------------------------|

 

 

/s/ Nora Coccaro

| Nora Coccaro |
|--------------|

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

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**INDEX        TO EXHIBITS**

| ***Exhibit*** | ***Page*** |
|---------------|------------|

| ***No.*** | ***No.*** | ***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)     Attached | Amended Articles of Incorporation. |
|------------------------------------------|------------------------------------|

| 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                                 Attached | Certification of the Chief Executive Officer and Chief                        Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of                        2002. |
|------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 32                                 Attached | 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 prior filings with the                        Securities and Exchange Commission. |
|--------|---|----------------------------------------------------------------------------------------------------------------|

 

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