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, 2006.

[  ]      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(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 July 20, 2006 was 41,070,069.

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TABLE OF CONTENTS



|                  |                                                             |                                                                                                                                               |    |      |   | 
|----------------- | ----------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                  |                                                             |                                                                                                                                               |    | Page
|                  |                                                             |                                                                                                                                               |    |     
|PART I.           |                                                             |                                                                                                                                               |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS                                |                                                                                                                                               |    | 3    |  
|                  |                                                             | Unaudited Balance Sheet as of March 31, 2006                                                                                                  |    |      | 4 | 
|                  |                                                             | Unaudited  Statement of Operations for the three month periods  ended March 31, 2006 and 2005 and the period from inception to March 31, 2006 |    |      | 5 | 
|                  |                                                             | Unaudited Statement of Cash Flows for the three months ended March 31, 2006 and 2005 and the period from inception to March 31, 2006          |    |      | 6 | 
|                  |                                                             | Notes to Unaudited, Consolidated  Financial Statements                                                                                        |    |      | 7 | 
|                  |                                                             |                                                                                                                                               |    |      |   | 
|                  |                                                             |                                                                                                                                               |    |      |   | 
|                  |                                                             |                                                                                                                                               |    |      |   | 
|                  | ITEM 2. MANAGEMENT'S PLAN OF OPERATION                      |                                                                                                                                               |    | 13   |  
|                  | ITEM 3. CONTROLS AND PROCEDURES                             |                                                                                                                                               |    | 17   |  
|PART II.          |                                                             |                                                                                                                                               |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                                                                               |    | 18   |  
|                  | ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES             |                                                                                                                                               |    | 18   |  
|                  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                                                                                                               |    | 18   |  
|                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                               |    | 18   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                                                                               |    | 19   |  
|                  | ITEM 6. EXHIBITS                                            |                                                                                                                                               |    | 19   |  
|                  | SIGNATURES                                                  |                                                                                                                                               |    | 20   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                               | 21 |     

Explanatory Note

This Form 10-QSB/A has been amended
to remove language from Item 3 Controls and Procedures that had discussed assurances
provided by the registrant's disclosure controls and procedures.

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PART I

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/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.

3

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`ASP VENTURES CORP.
                                           (A Development Stage Company)

                                                   BALANCE SHEETS


                                                                             March 31,              December 31,
                                ASSETS                                         2006                     2005
                                                                        --------------------    ---------------------
                                                                            (Unaudited)             (Restated -
                                                                                                    See Note 8)
Current assets:
                                                                         $            1,444                 $  5,124
Cash                                                                   ====================    =====================


                LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                                        $     3,121              $    84,259
   Default judgment (Note 7)                                                        705,921                  690,387
   Related party payables (Note 3)                                                  140,475                  106,000
                                                                        --------------------    ---------------------
      Total current liabilities                                                     929,517                  880,646
                                                                        --------------------    ---------------------

Stockholders' deficit:
Capital stock (Note 5)
   Authorized
      Common stock, $.001 par value, 50,000,000 shares
   Issued and outstanding,
      41,070,069 shares issued (2005 - 41,070,069)                                   41,070                   41,070
   Additional paid-in capital                                                     1,280,217                1,280,217

   Deficit accumulated during the development stage                             (2,249,360)              (2,196,809)
                                                                        --------------------    ---------------------

      Total stockholders' deficit                                                 (928,073)                (875,522)
                                                                        --------------------    ---------------------


         Total liabilities and stockholders' deficit                    $             1,444                  $ 5,124
                                                                        ====================    =====================









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

4

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`ASP VENTURES CORP.
                                            (A Development Stage Company)

                                           INTERIM STATEMENTS OF OPERATIONS
                                                       (Unaudited)
                                                                                                  Cumulative
                                                                                                  results of
                                                                                                operations from
                                                             Three months ended                   May 15,1998
                                                                 March 31,                    (Date of Inception)
                                                          2006               2005              to March 31, 2006
                                                     ----------------   ----------------    ------------------------
                                                            $                  $                       $
                                                                          (Restated -
                                                                          See Note 8)

Revenue                                                            -                  -                           -
                                                     ----------------   ----------------    ------------------------
                                                     ----------------   ----------------    ------------------------


General and administrative costs                              37,017             42,260                   1,585,689

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

Loss - default judgment (Note 7)                              15,534             15,362                     705,921
                                                     ----------------   ----------------    ------------------------


          Net loss                                          (52,551)           (57,622)                 (2,249,360)
                                                     ================   ================    ========================

Loss per common share -

  basic and diluted                                           (0.00)             (0.00)
                                                     ================   ================

Weighted average common shares -

  basic and diluted                                       41,070,069         29,447,000
                                                     ================   ================














                 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 STATEMENTS OF CASH FLOWS
                                  May 15, 1998 ( Date of Inception) to March 31, 2006
                                                      (unaudited)
                                                                                                        Cumulative
                                                                                                        results of
                                                                                                      operations from
                                                                      Three months ended                May 15,1998
                                                                           March 31,                (Date of Inception)
                                                                     2006             2005           to March 31, 2006
                                                                 -------------    -------------    ----------------------
                                                                      $                $                     $

Cash flows from operating activities:
   Net loss                                                          (52,551)         (57,622)               (2,249,360)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
       Loss - default judgment                                         15,534           15,362                   705,921
       Gain on forgiveness of debt                                          -                -                  (42,250)
         Stock compensation expense                                         -                -                   121,597
         Increase in:
           Prepaid expense                                                  -          (4,813)                         -
         Increase (decrease) in:
           Accounts payable and accrued expenses                      (1,138)            9,095                   478,862
              Related party payables                                   34,475           10,638                   140,475
                                                                 -------------    -------------    ----------------------

         Net cash used in operating activities                        (3,680)         (27,340)                 (844,755)
                                                                 -------------    -------------    ----------------------

Cash flows from financing activities:
   Notes payable proceeds                                                   -                -                   131,843
   Increase (decrease) in related party notes payable                       -                -                         -
   Issuance of common stock                                                 -           11,250                   714,356
   Stock subscription receivable                                            -           20,000                         -
                                                                 -------------    -------------    ----------------------

         Net cash provided by financing activities                          -           31,250                   846,199
                                                                 -------------    -------------    ----------------------

         Net increase (decrease) in cash                              (3,680)            3,910                     1,444

Cash, beginning of year                                                 5,124            2,089                         -
                                                                 -------------    -------------    ----------------------

Cash, end of year                                                       1,444            5,999                     1,444
                                                                 =============    =============    ======================

Income taxes paid .........         ........                  $        -       $        -        $        -
Interest paid     .........         ........                           -                -        $        -

                 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

March 31, 2006

(Unaudited)

Note 1  Nature of Operations and Basis of Presentation

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.

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 $928,073 at March 31, 2006 and has incurred losses of $2,249,360 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.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB/A of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2005 included in the Companys Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been
made. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

7

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

March 31, 2006

(Unaudited)

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.

Note 2  Summary of Significant Accounting Policies (continued)

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

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(c) 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 March 31, 2006, 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 related party payables approximate fair values 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

March 31, 2006

(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

March 31, 2006

(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 remeasurement 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. This standard is not expected to have a significant 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.  This adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations.

Note 3  Related Party Transactions

Related party payables consist of the following:

`March 31,     December 31,
                                                                              2006              2005
Unsecured note payable to a shareholder bearing interest    $
at 7.5% and due on demand.                                                       - $               -
Unsecured payable to a shareholder with no specific terms and due          140,475           106,000
on demand.
                                                                    ---------------   ---------------
                                                                    --------------   ---------------
                                                            $              140,475           106,000
                                                                                   $
                                                                    ===============   ===============
                                                                     ==============   ===============`

10

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

March 31, 2006

(Unaudited)

Note 3  Related Party Transactions (continued)

The following represents related party transactions paid or accrued during the three months ended March 31, 2006 and 2005.

`Three months ended
                                                                                       March 31,
                                                                                         2006              2005
Consulting fees paid or accrued to a director                                      $         4,500             4,500
                                                                                                   $
Consulting fees paid or accrued to a significant shareholder                                15,000            15,000
Rent paid or accrued to a significant shareholder                                            3,000
                                                                                                                   -
                                                                                     --------------   ---------------
                                                                                     -------------   ---------------
                                                                                   $        22,500            19,500
                                                                                                   $
                                                                                     ==============   ===============
                                                                                     =============   ===============`

Note 4  Income Taxes

The Company accounts for its income taxes in accordance with the FASB No. 109, Accounting for Income Taxes. As of March 31, 2006, the Company had net operating loss carry forwards of approximately $1,506,000 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.

Note 5  Capital Stock

There were no changes in share capital for the three months ended March 31, 2006.

During the year ended December 31, 2005:

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

o The Company issued 12,493,300 shares of common stock for cash of $124,933.

Note 6  Supplemental Cash Flow Information

Actual amounts paid for interest and income taxes for the three months ended March 31, 2006 and 2005 are as follows:

`Three months ended March 31,
                                                2006            2005
Interest                                $                $
                                                       -               -
                                            =============   =============
                                            ============   =============
Income taxes                            $                $
                                                       -               -
                                            =============   =============`

11

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

March 31, 2006

(Unaudited)

Note 6  Supplemental Cash Flow Information (continued)

During the three months ended March 31, 2006, the Company did not have any non-cash transactions.

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.

Note 7  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 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, 2006 and December 31, 2005, principal and interest accrued with respect to the Default Judgment was $705,921 and $690,387 respectively.

Note 8  Restatement

On December 15, 2005, the Company filed a 10-QSB/A/A whereby it restated its financial statements presented in its March 31, 2005 Quarterly Report. The restatement was as a result of a Default Judgment incurred against the Company on May 19, 2004 (See Note 7). At March 31, 2005, the Company had accrued an additional $642,749 in principal and interest to record the judgment.

12

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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 March 31, 2006. 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 March 31, 2006, 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.

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

Net Losses

For the period from March 23, 1989 to March 31, 2006, the Company has recorded a cumulative net loss of $2,249,360. The Companys operating losses are attributable to general and administrative expenses and a default judgment in the amount of $705,921 including interest as of the end of the period. The general and administrative expenses include incorporation costs, accounting expenses, professional fees consulting fees and costs associated with the preparation of disclosure documentation in connection with registration pursuant to the Exchange Act.

Capital Expenditures

The Company spent no amounts on capital expenditures for the period from March 23, 1989 (inception) to March 31, 2006.

13

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Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders equity. The Company had current and total assets of $1,444 as of March 31, 2006, which assets consist solely of cash on hand. Net stockholders deficiency in the Company was $928,073 at March 31, 2006.

Cash flow used in operating activities was $3,680 for the three month period ended March 31, 2006 as compared to cash flow used in operating activities of $27,340 for the three month period ended March 31, 2005. Cash flow used in operating activities in the current three month period was primarily spent on general and administrative costs and accrued interest from a default judgment.

Cash flow provided from financing activities was $0 for the three month period ended March 31, 2006 as compared to cash flow provided from financing activities of $31,250 for the three month period ended March 31, 2005.

The Company had a working capital deficit of $928,073 as of March 31, 2006 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 of the United States. The Company will require new debt or equity transactions to satisfy cash needs over the next twelve months.

As of March 31, 2006, 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, 2006 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 has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to engage any employees.

Critical Accounting Policies

In the notes to the audited financial statements for the year ended December 31, 2005 included in the Company 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 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.

14

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

The statements contained in sections titled Plan of Operation, with the exception of historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which 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 forward looking 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. 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 that is required by law.

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 annual report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

We have a history of significant operating losses and such losses may continue in the future.

Since our inception in 1989, our expenses have substantially exceeded our income, resulting in continuing losses and an accumulated deficit of $1,543,000 at December 31, 2005.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 Securities and Exchange Commission (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.

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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. 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.

We are dependent upon a key person, who would be difficult to replace.

Our continued operation will be largely dependent upon the efforts of Nora Coccaro, our sole officer and director. We do not maintain key-person insurance on Ms. Coccaro. Our future success also will depend in large part upon the Companys ability to identify, attract and retain other highly qualified managerial, technical and sales and marketing personnel. Competition for these individuals is intense. The loss of the services of Ms. Coccaro, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel could make it more difficult for us to maintain our operations and meet key objectives such as the acquisition of a suitable business opportunity.

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.

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.

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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, 2007, 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. The report will also contain a statement that our independent registered public accounting firm has issued an attestation report on managements assessment of internal controls. If we are unable to assert that our internal controls are effective as of December 31, 2007, or if our independent registered public
accounting firm is unable to attest that our managements report is fairly stated or they are unable to express an opinion on our managements evaluation or on the effectiveness of our internal controls, 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 $2,196,809 as of December 31, 2005 which has grown to $2,249,360 as of March 31, 2006. 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.

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 March 31, 2006. 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 March 31, 2006, 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.

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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 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 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.

None.

None.

None.

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None.

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 20 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 20th day of July, 2006.

ASP VENTURES CORP.

/s/ Nora Coccaro

Nora Coccaro

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

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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)                                                                                  
|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                                            

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