SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

[X ]     Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2005.

[  ]      Transition report under 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. (Exact name of small business issuer as specified in its charter)

|Florida(State or other jurisdiction of incorporation or organization) | 98-0203918(IRS Employer Identification Number)
|--------------------------------------------------------------------- | ----------------------------------------------

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.

YesX          No

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

YesX          No

The number of outstanding shares of the registrants common stock, $0.001 par value (the only class of voting stock), as of December 12, 2005 was 40,071,815.

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TABLE OF CONTENTS



|                                |                                                             |                                                      |    |      |   | 
|------------------------------- | ----------------------------------------------------------- | ---------------------------------------------------- | -- | ---- | - | 
|                                |                                                             |                                                      |    | Page
|                                |                                                             |                                                      |    |     
|PART I.   FINANCIAL INFORMATION |                                                             |                                                      |    |     
|                                | ITEM 1. FINANCIAL STATEMENTS                                |                                                      |    | 3    |  
|                                |                                                             | Unaudited Consolidated Balance Sheet                 |    |      | 4 | 
|                                |                                                             | Unaudited Consolidated Statement of Operations       |    |      | 5 | 
|                                |                                                             | Unaudited Consolidated Statement of Cash Flows       |    |      | 6 | 
|                                |                                                             | Notes to Unaudited Consolidated Financial Statements |    |      | 7 | 
|                                |                                                             |                                                      |    |      |   | 
|                                |                                                             |                                                      |    |      |   | 
|                                |                                                             |                                                      |    |      |   | 
|                                | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                |                                                      |    | 10   |  
|                                | ITEM 3. CONTROLS AND PROCEDURES                             |                                                      |    | 12   |  
|PART II.   OTHER INFORMATION    |                                                             |                                                      |    |     
|                                | ITEM 1. LEGAL PROCEEDINGS                                   |                                                      |    | 13   |  
|                                | ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES             |                                                      |    | 13   |  
|                                | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                      |    | 14   |  
|                                | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                      |    | 14   |  
|                                | ITEM 5. OTHER INFORMATION                                   |                                                      |    | 14   |  
|                                | ITEM 6. EXHIBITS                                            |                                                      |    | 14   |  
|                                | SIGNATURES                                                  |                                                      |    | 15   |  
|INDEX TO EXHIBITS               |                                                             |                                                      | 16 |     

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PART I

As used herein, the term Company refers 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/A 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.

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`ASP VENTURES CORP.
                                            (A Development Stage Company)
                                          UNAUDITED CONDENSED BALANCE SHEET
                                                    March 31, 2005
                                                       Restated


                                          ASSETS

Current assets:
  Cash                                                                                         $                 5,999
  Prepaid expense                                                                                                4,813
                                                                                                  ---------------------

          Total current assets                                                                 $                10,812
                                                                                                  =====================


                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                                                       $               723,157
   Related party payables                                                                                      112,500
   Notes payable                                                                                                10,000
                                                                                                  ---------------------

      Total current liabilities                                                                                845,657
                                                                                                  ---------------------

Commitments

Stockholders' deficit:
   Common stock, $.001 par value, 50,000,000 shares
      authorized, 29,952,769 shares issued and outstanding                                                      29,953
   Additional paid-in capital                                                                                1,180,151
   Stock subscription receivable                                                                              (12,500)
   Deficit accumulated during the development stage                                                        (2,032,449)
                                                                                                  ---------------------

      Total stockholders' deficit                                                                            (834,845)
                                                                                                  ---------------------

          Total liabilities and stockholders' deficit                                          $                10,812
                                                                                                  =====================



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

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`ASP VENTURES CORP.
                                               (A Development Stage Company)
                                       UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                                         Three Months Ended
                                                                              March 31                      Cumulative
                                                                -------------------------------------
                                                                     2005                                    Amounts
                                                                   Restated               2004               Restated
                                                                ----------------    -----------------    ----------------


Revenue                                                     $                 -                    -                    -


General and administrative costs                                         42,260               42,062            1,431,950


Gain on forgiveness of debt                                                   -                   -              (42,250)


Loss - default judgment                                                  15,362                   -               642,749
                                                                ----------------    -----------------    ----------------

          Loss before income taxes                                     (57,622)            (42,062)           (2,032,449)


Provision for income taxes                                                    -                    -                    -
                                                                ----------------    -----------------    ----------------

          Net loss                                          $          (57,622)            (42,062)           (2,032,449)
                                                                ================    =================    ================

Loss per common share - basic and diluted                   $             (.00)                (.00)
                                                                ================    =================

Weighted average common shares -
  basic and diluted                                                  29,447,000            9,007,000
                                                                ================    =================














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

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`ASP VENTURES CORP.
                                            (A Development Stage Company)
                                     UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                          Three months ended
                                                                               March 31                  Cumulative
                                                                     ------------------------------
                                                                         2005                              Amounts
                                                                       Restated           2004            Restated
                                                                     -------------    -------------    ----------------
Cash flows from operating activities:
   Net loss                                                      $       (57,622)         (42,062)         (2,032,449)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
  Loss - default judgment                                                  15,362                -             642,749
  Gain on forgiveness of debt                                                   -                -            (42,250)
  Stock compensation expense                                                    -            6,250             111,597
  Increase in:
    Prepaid expense                                                       (4,813)                -             (4,813)
  Increase (decrease) in:
    Accounts payable and accrued expenses                                   9,095           29,183             476,150
    Related party payables                                                 10,638                -             107,500
                                                                     -------------    -------------    ----------------

    Net cash used in operating activities                                (27,340)          (6,629)           (741,516)
                                                                     -------------    -------------    ----------------

Cash flows from investing activities:                                           -                -                   -
                                                                     -------------    -------------    ----------------

Cash flows from financing activities:
   Proceeds from notes payable                                                  -                -             141,843
   Proceeds from related party notes payable                                    -            6,500               5,000
   Issuance of common stock                                                11,250                -             580,672
   Collection of stock subscription receivable                             20,000                -              20,000
                                                                     -------------    -------------    ----------------

    Net cash provided by financing activities                              31,250            6,500             747,515
                                                                     -------------    -------------    ----------------


    Net increase (decrease) in cash                                         3,910            (129)               5,999

Cash, beginning of period                                                   2,089              178                   -
                                                                     -------------    -------------    ----------------

Cash, end of period                                              $          5,999               49               5,999
                                                                     =============    =============    ================

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

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

(Unaudited)

Note 1  Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by management in accordance with the instructions in Form 10-QSB and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Companys Form 10-KSB/A for the year ended December 31, 2004, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations results are not necessarily indicative of the results for the full year ending December 31, 2005.

Note 2  Additional Footnotes Included By Reference

Except as indicated in Notes above, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Companys Form 10-KSB/A for the year ended December 31, 2004, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.

Note 3  Going Concern

At March 31, 2005 the Company has incurred losses since inception as well as negative cash flow from operations. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Companys ability to continue as a going concern is subject to achieving profitable operations and/or obtaining necessary funding from outside sources.

Note 4  Related Party Payables

Related party payables consist of the following:

`Unsecured note payable to a shareholder
     bearing interest at 7.5% and due on demand                            $       5,000

     Unsecured payables to officers with no
     specific terms and due on demand                                            107,500

                                                                           $     112,500`

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

(Unaudited)

Note 5  Related Party Transactions

The Company incurred consulting fees to an officer and director of the company of $4,500 during the three months ended March 31, 2005 and 2004, respectively.

The Company incurred management fees to a shareholder of $15,000 during the three months ended March 31, 2005 and 2004, respectively.

Note 6  Supplemental Cash Flow Information

During the three months ended March 31, 2005, the Company issued 1,250,000 shares of common stock for a stock subscription receivable of $12,500.

During the three months ended March 31, 2004, the Company issued 250,000 shares of common stock in exchange for consulting services valued at $6,250.

Note 7  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 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 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 $588,724 with interest accruing at 12% per annum on $525,000.

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

As of March 31, 2005 principal and interest accrued with respect to the Default Judgment was $642,749.

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

(Unaudited)

Note 8  Restatements

The Company has restated its financial statements for the interim period ended March 31, 2005. The Company is restating the financial statements to accrue amounts owing as a result of a Default Judgment which was obtained against the Company on May 19, 2004.

`March 31,          Adjustment          March 31,
                                                                2005                                  2005
                                                            As Reported                            As Restated
                                                                 $                   $                  $
                                                         ------------------- ------------------ ------------------
                                                         ------------------- ------------------ ------------------
        Balance Sheet
        Accounts payable and accrued expenses                        80,408            642,749            723,157
        Deficit accumulated during the development
        stage                                                   (1,389,700)          (642,749)        (2,032,449)


                                                            Three Month                            Three Month
                                                            Period Ended                          Period Ended
                                                             March 31,                              March 31,
                                                                2005                                  2005
                                                            As Reported         Adjustment         As Restated
                                                                 $                   $                  $
                                                         ------------------- ------------------ ------------------
                                                         ------------------- ------------------ ------------------
        Income Statement
             Loss - default judgment                                      -             15,362             15,362
        Net loss for the period                                    (42,260)           (15,362)           (57,622)
        Loss per common share - basic                                 (.00)              (.00)              (.00)`

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Plan of Operation

The following discussion of the Companys plan of operation should be read in conjunction with the unaudited financial statements, accompanying notes and the other financial information appearing elsewhere in this report. The Companys fiscal year end is December 31.

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. Any decision to participate in a specific business opportunity will be made based upon a Company analysis of the merits of the prospective business based on objective criteria.

Liquidity and Capital Resources

As of March 31, 2005, the Company had no significant assets. Management does not believe that the Company has sufficient resources to meet the anticipated needs of the Companys operations through the calendar year ending December 31, 2005 unless new funding is made available for general working capital. The Company may raise new capital through debt instruments, private placements or the public registration of its securities. However, the Company can offer no assurance that any capital raising efforts will be successful. Should the Company be unsuccessful in any capital raising efforts, management believes that it may need to curtail or cease business operations.

The Company adopted The 2004 Benefit Plan of ASP Ventures Corp. on April 6, 2004. Under the benefit plan, the Company may issue stock, or grant options to acquire the Companys common stock to employees of the Company or its subsidiaries. The board of directors, at its own discretion may also issue stock or grant options to other individuals, including consultants or advisors, who render services to the Company or its subsidiaries, provided that the services rendered are not in connection with the offer or sale of securities in a capital-raising transaction. Further, no stock may be issued, or option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Companys stock. The 2004 Benefit Plan of ASP Ventures Corp. has been registered with the Securities and Exchange Commission pursuant to Form S-8. The Company has neither issued shares nor granted options
pursuant to this benefit plan as of the period ended March 31, 2005.

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

The Company has no current plans to engage any employees.

The Company had a working capital deficit of $834,845 as of March 31, 2005 and has funded its cash needs from inception through a series of debt and equity transactions, including several private placements. The bulk of these transactions have taken place outside the United States. The Company will require new debt or equity transactions to satisfy cash needs over the next twelve months.

10

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Critical Accounting Policies

In the notes to the audited financial statements for the year ended December 31, 2004 included in the Company Form 10-KSB/A, 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 it conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires 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. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. 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.

This Form 10-QSB/A includes certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included in this Form 10-QSB/A, other than statements of historical facts, address matters that the Company reasonably expects, believes or anticipates will or may occur in the future. Such statements are subject to various assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward looking statements may relate to such matters as anticipated financial performance, future revenue or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters. When used in this report, the words may, will, expect, anticipate,
continue, estimate, project, intend, and similar expressions are intended to identify forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Companys future plans of operations, business strategy, operating results and financial position. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, the Company cautions readers that a variety of factors could cause the Companys actual results to differ materially from the anticipated results or other matters expressed in the Companys forward-looking statements.

These risks and uncertainties, many of which are beyond the Companys control, include (i) the sufficiency of existing capital resources and the Companys ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the acquisition of an operating business; (iii) the ability of the Company to achieve sufficient revenues through an operating business to fund and maintain operations; (iv) volatility of the stock market; and (v) general economic conditions. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect.

11

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Going Concern

The Companys auditors have expressed an opinion as to the Companys ability to continue as a going concern as a result of an accumulated deficit of $1,974,827 as of December 31, 2004. 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.

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 management, including the chief executive officer and chief financial officer, the Company evaluated the effectiveness of the design and operation of 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 March 31, 2005. Based on this original evaluation, the Companys chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, the disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed in the reports submitted 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 the chief executive officer and chief financial
officer, in a manner that allowed for timely decisions regarding required disclosure.

However, subsequent to the filing of the Companys quarterly report the chief executive officer and chief financial officer concluded that certain financial information previously disclosed by the Company was inaccurate and warranted a restatement. The determination to restate the Companys financial statements was reached in connection with the Companys Form 10-KSB filing for the period ended December 31, 2004 and Form 10-QSB filings for the periods ended June 30, 2004, September 30, 2004, March 31, 2005 and June 30, 2005. The Companys chief executive officer and chief financial officer determined that a restatement was warranted due to the Companys prior erroneous treatment of a default judgment obtained against the Company on May 19, 2004 as a contingent liability. Accordingly, the Company has determined that its disclosure controls and procedures for the periods ended June 30, 2004, September 30, 2004, December 31,
2004, March 31, 2005 and June 30, 2005 were ineffective and not adequately designed.

The auditors did not test the effectiveness of nor relied on the internal controls of the Company for the fiscal quarters ended March 31, 2005 and 2004.

(b) Changes in Internal Controls

During the period ended March 31, 2005, there was no change in internal control over financial reporting that materially affected, or was reasonably likely to materially affect the Companys internal control over financial reporting.

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However, subsequent to the filing of the Companys quarterly report the chief executive officer and chief financial officer concluded that changes will be made to internal controls over financial reporting which may materially affect the Companys financial reporting. The Companys chief executive officer and chief financial officer will make proposals to the Companys board of directors to implement changes to safeguard against future errors in financial disclosure. The proposals include a segregation of the duties of the chief executive officer and the chief financial officer, the appointment of an independent director to the Companys board of directors and the formation of an audit committee. The Companys chief executive officer and chief financial officer believes that the segregation of a chief executive officers duties from that of a chief financial officer and the formation of an audit committee would
cause the Company to better evaluate the effectiveness of the design and operation of the Companys disclosure controls and procedures on a constant basis with the intention of discovering any potential misstatements prior to erroneous disclosure.

PART II

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 breech of a settlement agreement purportedly made between the parties as the result of funds loaned to Elite Jet, Inc., a non-party to the action. Although the Company denied any liability in this action it was unable to respond in a timely fashion to the legal proceedings which resulted in a default judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724.45. The Company continues to deny any liability in this matter and believes that in the event Plaintiffs attempt to enforce this judgment through court proceedings that the Company will ultimately succeed on the merits of its position.

On January 24, 2005 the Company authorized the issuance of 625,000 shares of common stock to Francois Struye de Swielande in exchange for cash consideration of $0.01 a share or $6,250 pursuant to the terms of a stock subscription agreement. As of the date of this filing, the amount of $6,500 remains as a stock subscription receivable. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Companys stock for cash consideration; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

13

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

The Company complied with the requirements of Regulation S by having no directed selling efforts made in the United States, by selling only to a purchaser who was outside the United States at the time the subscription originated, and ensuring that the subscriber is a non-U.S. person with an address in a foreign country.

On January 24, 2005 the Company authorized the issuance of 625,000 shares of common stock to Philippe Meillard in exchange for cash consideration of $0.01 a share or $6,250 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Companys stock for cash consideration; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

The Company complied with the requirements of Regulation S by having no directed selling efforts made in the United States, by selling only to a purchaser who was outside the United States at the time the subscription originated, and ensuring that the subscriber is a non-U.S. person with an address in a foreign country.

None.

None.

None.

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 16 this Form 10-QSB/A, 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 12th day of December, 2005.

ASP VENTURES CORP.

/s/ Nora Coccaro

Nora Coccaro

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

15

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### INDEX TO EXHIBITS

|Exhibit No. | Page 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(ii)       | *        | Bylaws of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange Commission on December 21, 1999)                                                                                            
|10(i)       | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 (incorporated by reference to the Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2003).                              
|10(ii)      | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated May 1, 2003 filed with the Securities and Exchange Commission on May 15, 2003).                                                                               
|10(iii)     | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 filed with the Securities and Exchange Commission on May 15, 2003).                                                                            
|10(iv)      | *        | Stock Exchange Agreement between the Company and the Elite Companies dated June 5, 2003 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on July 23, 2003).                               
|10(v)       | *        | Mutual Rescission of Stock Exchange Agreement between the Company and the Elite Companies dated September 25, 2003 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 26, 2003)
|10(vi)      | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated September 30, 2003 (incorporated by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003).                     
|10(vii)     | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated September 30, 2003 (incorporated by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003).                  
|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 Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|32          | 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                                                      

16

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