UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(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, 2011

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
            ACT

            For the transition period from __________ to ___________

                        Commission file number: 000-21477

                                   ASPI, INC.
                                ---------------
             (Exact name of registrant as specified in its charter)

         Delaware                                          27-0514566
         --------                                          ----------
(State of Incorporation)                              (IRS Employer ID Number)

                       7609 Ralston Road, Arvada, CO 80002
                    -----------------------------------------
                    (Address of principal executive offices)

                                  303-422-8127
                                ----------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer    [  ]                           Accelerated filer [  ]
Non-accelerated filer      [  ]                    Smaller reporting company [X]
(Do not check if a smaller reporting company)


<PAGE>



Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    [  ]               No [ X ]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 3, 2011, there were 73,879,655 shares of the registrant's common stock
issued and outstanding.




<PAGE>


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                        Page
                                                                                       ----
<S>                                                                                    <C>

         Balance Sheets - March 31, 2011 and June 30, 2010 (Audited)                    F-1

         Statements of Operations  -
                  For Three and Nine Months Ended March 31, 2011 and 2010               F-2

         Statements of Cash Flows -
                  For the Nine Months Ended March 31, 2011 and 2010                     F-3

         Notes to the Financial Statements                                              F-4

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                             1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
                  - Not Applicable                                                      3

Item 4. Controls and Procedures                                                         3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                              4

Item 1A.  Risk Factors -  Not Applicable                                                4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    4
                  -Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                               5

Item 4.  Removed and Reserved                                                           5

Item 5.  Other Information - Not Applicable                                             5

Item 6.  Exhibits                                                                       5
SIGNATURES                                                                              6
</TABLE>


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                   ASPI, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS


                                                                                        March 31,       June 30,
                                                                                          2011            2010
                                                                                        (Unaudited)     (Audited)
                                                                                                        (Restated)
                                                                                       ------------------------------
<S>                                                                                  <C>             <C>

                            ASSETS

Current Assets

      Cash & Cash Equivalents                                                        $      30,493   $        36,468
      Prepaid Expenses and Other Current Assets                                             54,353            53,191

                                                                                     --------------------------------
                 Total Current Assets                                                       84,846            89,659

      Property & Equipment, net of $114,680 and $49,921
           accumulated depreciation, respectively                                          251,472           307,988
                                                                                     --------------------------------


                                                                                     --------------------------------
      TOTAL ASSETS                                                                   $     336,318   $       397,647
                                                                                     ================================

                            LIABILITIES & STOCKHOLDERS'  (DEFICIT) EQUITY

Current Liabilities

      Accounts Payable                                                                      39,731            24,233
      Accrued Liabilities                                                                  245,362           127,218
      Prepayments, Clients                                                                  47,793            16,707
      Advances, Related Parties                                                            304,486           167,062
                                                                                     --------------------------------
                 Total Current Liabilities                                                 637,372           335,220


STOCKHOLDERS' (DEFICIT) EQUITY

      Preferred Stock, $0.01 par value: 25,000,000 shares authorized, no shares                  -                 -
        issued and outstanding.
      Common Stock, $0.01 par value: 100,000,000 shares authorized                         700,100           700,100
        73,879,655 shares issued and outstanding, respectively
      Additional Paid In Capital                                                                 1                 1
      Other Comprehensive Income                                                              (874)               77
      Accumulated Deficit                                                               (1,000,281)         (637,750)
                                                                                     --------------------------------
                 Total Stockholders' (Deficit) Equity                                     (301,054)           62,427

                                                                                     --------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $     336,318   $       397,647
                                                                                     ================================


                    See Accompanying Notes to Consolidated Financial Statements.
                                              F-1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           ASPI, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE NINE AND THREE MONTHS ENDED MARCH 31, 2011 and 2010
                                   (UNAUDITED)


                                                           For the Three Months Ended        For the Nine Months Ended
                                                                   March 31,                          March 31,
                                                            2011             2010              2011              2010
                                                     ----------------------------------------------------------------------

<S>                                                  <C>               <C>              <C>               <C>

REVENUES                                             $         47,928  $             -  $        123,695  $              -

COST OF REVENUES                                               14,567                -            49,031                 -
                                                     ----------------------------------------------------------------------

                                                               33,361                -            74,664                 -

OPERATING EXPENSES

      General and Administrative                              121,440           16,964           373,159            19,960
      Depreciation                                             21,714                -            64,908                 -
                                                     ----------------------------------------------------------------------
      Total Operating (Income)  Expenses                      143,154           16,964           438,067            19,960

OPERATING (LOSS) PROFIT                                      (143,154)         (16,964)         (438,067)          (19,960)

Interest and Other Income (Expenses) Net                          872                -               872                 -

                                                     ----------------------------------------------------------------------
Profit before Income Taxes                                   (108,921)         (16,964)         (362,531)          (19,960)

Provision for Income Taxes                                          -                -                 -                 -

                                                     ----------------------------------------------------------------------
NET (LOSS) INCOME                                    $       (108,921)$        (16,964)  $      (362,531) $        (19,960)
                                                     ======================================================================


NET INCOME (LOSS) PER SHARE

      Basic & Diluted                                $              -  $             -   $             -  $              -
                                                     ======================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                      73,879,655        3,879,655        73,879,655         3,879,655
                                                     ======================================================================



                     See Accompanying Notes to Consolidated Financial Statements.
                                              F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                   ASPI, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTHS ENDED MARCH 31, 2011 AND 2010
                                           (UNAUDITED)

                                                                                2011                2010

                                                                         --------------------------------------
<S>                                                                      <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES

NET  (LOSS) INCOME                                                       $        (362,531) $          (19,960)

  ADJUSTMENTS TO RECONCILE NET PROFIT  TO NET CASH
    USED IN OPERATING ACTIVITIES
      Depreciation                                                                  64,908                   -
  CHANGES IN OPERATING ASSETS & LIABILITIES
      Increase in Prepaid Expenses                                                  (1,162)                  -
      Increase in Accounts Payable                                                 133,642              19,960
      Increase in Client Prepayments                                                31,086                   -

                                                                         --------------------------------------
      Total Cash Flow used in Operating Activities                                (134,057)                  -

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment                                            (8,392)                  -
                                                                           ------------------------------------
      Total Cash Flow used by Investing Activities                                  (8,392)                  -

CASH FLOWS FROM FINANCING ACTIVITIES
      Advances from related parties                                                137,424                   -
      Subscription receivable                                                            -             100,000
                                                                         --------------------------------------
      Total Cash Flow provided by Financing Activities                             137,424             100,000

      Foreign Currrency Translation                                                   (950)                  -

DECREASE IN CASH & CASH EQUIVALENTS                                      $          (5,975) $          100,000
                                                                         ======================================

Cash and Cash Equivalents at the beginning of the period                 $          36,468  $                -
                                                                         ======================================
Cash and Cash Equivalents at the end of the period                       $          30,493  $          100,000
                                                                         ======================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                                   $               -  $                -
                                                                         --------------------------------------
Cash paid for income tax                                                 $               -  $                -
                                                                         --------------------------------------


                  See Accompanying Notes to Consolidated Financial Statements.
                                              F-3
</TABLE>


<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)


NOTE 1 - BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business

ASPI, Inc. was incorporated in the State of Delaware in September 2008.

Prestige Prime Office, Ltd. Acquisition

Effective  June 30,  2010,  ASPI  entered  into an  Acquisition  Agreement  with
Prestige Prime Office, Ltd. Under the Agreement, ASPI acquired all of the issued
and outstanding common stock of Prestige Prime Office, LTD. ("Prestige"), a Hong
Kong Special Administrative Region Corporation.  As a result of the acquisition,
Prestige will become a wholly-owned subsidiary of ASPI.

In exchange for $50,000,  cash, and 60,000,000  restricted  shares of the common
stock of ASPI,  ASPI acquired 100% all of the 4,000,000  issued and  outstanding
shares of common stock of Prestige.

Prestige  has one sole  shareholder,  Mr.  Yeung Cheuk Hung.  As a result of the
acquisition,   Mr.  Yeung  became  the  majority  shareholder  of  ASPI  holding
approximately 81.21% of the issued and outstanding common stock of ASPI.

Prestige is a serviced office provider in the Far East. Prestige provides office
space  that is  fully  furnished,  equipped  and  staffed,  located  at  premier
addresses in central  business  districts with convenient  access to airports or
public  transportation.  Services include advanced communication system, network
access,  updated IT and world-class  administrative  support,  as well as a full
menu of  business  services  and  facilities,  such as  meeting  rooms and video
conferencing.

Mega Action Limited

During the year ended June 30, 2010, the Company incorporated a subsidiary, Mega
Action  Limited,  a BVI  corporation  (the  "Subsidiary").  Two of the Company's
directors,  Yuen Ling Look and Siu Lun Tong,  will act as  directors  of the new
Subsidiary.

In consideration  of $1.00,  Mega Action Limited issued the Company one share of
Mega Action  Limited ("Mega  Action").  Mega Action is authorized to issue up to
50,000  shares of a single  class each with a par value of $1.00.  There is only
one share of Mega Action share issued and  outstanding.  Mega Action is a wholly
owned  Subsidiary  of the  Company.  Mega  Action  will  operate as the  eastern
operations management division of the Company.

Basis of Presentation

Restatement of June 30, 2010 Balance Sheet

Subsequent to the issuance of the Company's unaudited  financial  statements for
the three months ended September 30, 2010, the Company  determined that it would
restate its June 30, 2010 Balance Sheet to reflect the impairment of goodwill as
an loss  transaction  rather than a debit to  additional  paid in  capital.  The
Balance Sheet at June 30, 2010 herewith has been restated to show the changes to

                                      F-4

<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)

common stock, additional paid in capital and accumulated deficit.  Additionally,
the June 30, 2010  financial  statements in the Company's  Annual Report on Form
10-K will be restated to properly  account for the  impairment  of goodwill from
the Prestige transaction.  Consequently,  the June 30, 2010 financial statements
filed with the Company's Annual Report on Form 10-K should not be relied upon.

Principles of Consolidation

The accompanying  consolidated financial statements include the accounts of ASPI
and its wholly-owned  subsidiaries,  Prestige Prime Office, Ltd. and Mega Action
Limited.  Both  subsidiaries  operations  are located in Asia.  All  significant
inter-company balances and transactions have been eliminated in consolidation.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements and notes do not contain certain  information  included in
the Company's  financial  statements  for the year ended June 30, 2010.  Interim
results are not necessarily  indicative of results for a full year or any future
period.

Significant Accounting Policies

Use of Estimates

The  preparation  of the  financial  statements in  conformity  with  accounting
principles   generally  accepted  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  periods.  Actual results could differ from those
estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

Fair Value of Financial Instruments

The carrying amount of cash, accounts payable and notes payable is considered to
be  representative  of its fair value because of the  short-term  nature of this
financial instrument.

Property and Equipment

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation  is  computed  principally  on the  straight-line  method  over the
estimated  useful  life of each type of asset  which  ranges  from three to five
years.  Major  improvements are capitalized,  while expenditures for repairs and
maintenance  are expensed when incurred.  Upon  retirement or  disposition,  the
related costs and accumulated  depreciation  are removed from the accounts,  and
any resulting gains or losses are credited or charged to income.

                                      F-5

<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)

Revenue Recognition

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when  they  occur.  The  Company  recognizes  revenue  from its  office  service
operations. Clients pay a monthly fee and such fees are recognized at that time.

Foreign Currency Translation

The financial statements of ASPI's wholly-owned subsidiaries,  Prestige and Mega
are  measured  using the local  currency  (the  Hong  Kong  Dollar  (HK$) as the
functional currency.  Assets and liabilities of Prestige and Mega are translated
at  exchange  rates as of the balance  sheet date.  Revenues  and  expenses  are
translated  at  average  rates of  exchange  in effect  during the  period.  The
resulting cumulative  translation  adjustments have been recorded as a component
of  comprehensive  income (loss),  included as a separate item in  shareholders'
equity.

The Company is exposed to  movements  in foreign  currency  exchange  rates.  In
addition,  the Company is subject to risks including adverse developments in the
foreign  political and economic  environment,  trade barriers,  managing foreign
operations and potentially  adverse tax consequences.  There can be no assurance
that  any of these  factors  will not have a  material  negative  impact  on the
Company's financial condition or results of operations in the future.

Net Loss per Common Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent shares outstanding during the period. For the nine months ended March
31, 2011 and 2010, there were no potential common  equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive because of the net loss.

Stock-Based Compensation

Beginning  January 1, 2006,  the Company  adopted the provisions of and accounts
for stock-based  compensation  using an estimate of value in accordance with the
fair  value  method.  Under  the  fair  value  recognition  provisions  of  this
statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the requisite service period,  which generally is the vesting period.
The Company elected the  modified-prospective  method, under which prior periods
are not revised for comparative  purposes.  The valuation  method applies to new
grants and to grants  that were  outstanding  as of the  effective  date and are
subsequently modified.

Other Comprehensive Income (Loss)

The  Company  recognizes  unrealized  gains  and loss on the  Company's  foreign
currency  translation  adjustments as components of other  comprehensive  income
(loss).

                                      F-6

<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)

Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.

Recent Accounting Pronouncements

In July 2010, the Financial  Accounting Standards Board ("FASB") issued Proposed
Accounting   Standard   Update   (Topic  450)  -  Disclosure   of  Certain  Loss
Contingencies.  This amendment would lower the current disclosure  threshold and
broaden the  current  disclosure  requirements  to provide  adequate  and timely
information to assist users in assessing the  likelihood,  potential  magnitude,
and  potential  timing (if known) of future cash outflows  associated  with loss
contingencies.  For public  entities,  the new guidance  would be effective  for
fiscal years ending after  December 15, 2010,  and interim and annual periods in
subsequent  fiscal years. The Company is currently  evaluating the impact of the
future adoption of the Update.

There were various other accounting standards and interpretations issued in 2009
and 2010,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

NOTE 2 - GOING CONCERN

The Company's financial statements for the nine months ended March 31, 2011 have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the settlement of liabilities and commitments in the normal course of
business.  The Company reported a net loss of $362,531 for the nine months ended
March 31, 2011  ($108,921  for the three  months  ended  March 31,  2011) and an
accumulated  deficit of  $1,000,281  at March 31, 2011.  At March 31, 2011,  the
Company had total current assets of $84,846 and total  liabilities,  all current
of $637,372 for a working capital deficit of $552,526.

The  Company's  ability to continue as a going  concern may be  dependent on the
success of management's  plan discussed below.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
assets or the amounts and  classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

To the extent the Company's  operations are not sufficient to fund the Company's
capital  requirements,  the Company  may attempt to enter into a revolving  loan
agreement with financial  institutions  or attempt to raise capital  through the
sale of additional capital stock or through the issuance of debt. At the present
time,  the Company does not have a revolving  loan  agreement with any financial
institution  nor can the Company  provide any assurance  that it will be able to
enter into any such  agreement  in the future or be able to raise funds  through
the further issuance of debt or equity in the Company.

                                      F-7

<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)


NOTE 3 - ADVANCES, RELATED PARTIES

During  the year  ended  June 30,  2010,  Top Growth  Holdings  Group,  Inc,  an
affiliate  and entity of which Ms. Look, an officer and director of the Company,
advanced $2,996 to the Company. Such funds are due on demand.

During the year ended June 30,  2010,  Mr.  Yeung  Cheuk  Hung,  the  manager of
Prestige and the majority shareholder of the Company, has advanced funds at June
30,  2010 of $163,745 to support the  operations  of  Prestige.  During the nine
months ended March 31, 2011, Mr. Yeung Cheuk Hung advanced  additional  funds of
$137,424.  At March 31, 2011, the Company owes him $301,169.  Such funds are due
on demand.

During the year ended June 30, 2010,  Ms.  Look,  an officer and director of the
Company  and the  manager  of Mega,  advanced  funds of $321 to Mega to  support
operations. Such funds are due on demand.

NOTE 4 - PREPAYMENTS, CLIENTS

Clients pay a deposit on the  Company's  provided  services  upon  entering into
lease with the Company.  Such deposits are recognized by the Company not only as
deposits, but as a corresponding  liability.  At March 31, 2011, the Company had
$47,793 in prepayment liabilities.

NOTE 5 - COMMITMENTS AND CONTIGENCIES

Prestige operates from Silvercord,  No.30 Canton Road,  Tsimshatsui,  which is a
premier commercial building in Hong Kong. The center is located on one floor and
occupies  approximately  5,000  square  feet.  We pay an annual  rental  rate of
$213,780. The Company's minimum annual rent rate is:

                     Fiscal Year Ended
                         June 30,                 Annual Rent
                         --------                 -----------
                             2011                   $213,780
                             2012                   $195,965

NOTE 6 - STOCKHOLDERS' (DEFICIT) EQUITY

The  authorized  capital  stock of the Company is  100,000,000  shares of common
stock with a $0.01 par value and 25,000,000 shares of preferred stock with a par
value of $0.01 per share.  At March 31, 2011, the Company had 73,879,655  shares
of its common stock issued and outstanding.

NOTE 7 - TAXES

The Company is subject to foreign and domestic income taxes. The Company has had
no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The NOL carry  forwards  expire in various years through
2030. The Company's deferred tax assets are offset by a valuation  allowance due
to  the  uncertainty  of  the  realization  of  the  NOL   carry-forwards.   NOL
carry-forwards may be further limited by a change in company ownership and other
provisions of the tax laws.

                                      F-8

<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    For the Nine Months Ended March 31, 2011
                                   (Unaudited)


The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:


                           Estimated NOL     Valuation      Net Tax
      Period Ending        Carry-forward     Allowance      Benefit

 Nine months ended
      March 31, 2011           913,740         (913,740)        -

      June 30, 2010            502,947         (502,947)        -



NOTE 8 - SUBSEQUENT EVENTS

The Company has  evaluated  it  activities  subsequent  to the nine months ended
March 31, 2011 and found no other reportable subsequent events.


















                                      F-9

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of June 30,  2010,  and for  each of the  years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

PLAN OF OPERATIONS

ASPI's  strategy is to be a serviced office provider in the Far East through its
wholly-owned subsidiary, Prestige Prime Office Ltd. in Hong Kong.

The office space provided is fully furnished,  equipped and staffed,  located at
premier  addresses  in central  business  districts  with  convenient  access to
airports  or public  transportation.  Services  include  advanced  communication
system,  network access, updated IT and world-class  administrative  support, as
well as a full menu of business  services and facilities,  such as meeting rooms
and video conferencing.

Prestige  intends to provide  services  that will  support the growing  trend of
mobile  and at home  working.  Supporting  workers  at home and on the road with
services such as Virtual  Office and Virtual PA,  providing  dedicated  business
addresses as their business base, as well as mail and call handling services.

The Company will need substantial  additional capital to support its budget. The
Company has had minimal  revenues.  The Company has no committed  source for any
funds as of date hereof.  In the event funds  cannot be raised when needed,  the
Company may not be able to carry out its business  plan, may never achieve sales
or  royalty   income,   and  could  fail  in  business  as  a  result  of  these
uncertainties.

The Company may borrow money to finance its future operations,  although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event the Company is  unsuccessful  in repaying such
loans.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of June 30,  2010,  and for  each of the  years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.


                                       1
<PAGE>


RESULTS OF OPERATIONS

For the Three  Months  Ended March 31, 2011  Compared to the Three  Months Ended
--------------------------------------------------------------------------------
March 31, 2010
--------------

During the three  months ended March 31, 2011,  we  recognized  $47,928 from our
service  office  operations.  During the three months  ended March 31, 2011,  we
incurred  cost of revenues of $14,567  resulting  in a gross  profit of $33,361.
During the three  months  ended  December 31,  2009,  we did not  recognize  any
revenue.

During the three months ended March 31, 2011, we incurred  operational  expenses
of $143,154.  During the three months ended March 31, 2010, we incurred  $16,964
in operational expenses. The increase of $126,190, was a result of the increased
operational activities due to the acquisition of our subsidiary Prestige.

During  the  three  months  ended  March 31,  2011,  we  incurred  a net loss of
$108,921.  During the three months ended March 31, 2010,  we incurred a net loss
of  $16,964.  The  increase  of  $91,957  was a result  of the  increase  in our
operational activities, as discussed above.

For the Nine Months Ended March 31, 2011 Compared to the Nine Months Ended March
--------------------------------------------------------------------------------
31, 2010
--------

During the nine months ended March 31, 2011,  we  recognized  $123,695  from our
service  office  operations.  During the nine months  ended March 31,  2011,  we
incurred  cost of revenues of $49,031  resulting  in a gross  profit of $74,664.
During the nine months ended March 31, 2010, we did not recognize any revenue.

During the nine months ended March 31, 2011, we incurred operational expenses of
$438,067.  During the nine months ended March 31, 2010,  we incurred  $19,960 in
operational  expenses.  The increase of $418,107  was a result of the  increased
operational activities due to the acquisition of our subsidiary Prestige.

During the nine months ended March 31, 2011, we incurred a net loss of $362,531.
During the nine months ended March 31, 2011,  we incurred a net loss of $19,960.
The  increase  of  $342,571  was a result  of the  increase  in our  operational
activities, as discussed above.

LIQUIDITY

At March 31, 2011, we had total current assets of $84,846, consisting of $30,493
in cash and cash  equivalents and $54,538 in prepaid  expenses and other assets.
At March 31, 2011,  we had total  liabilities  of $637,372,  all current.  Total
liabilities   included  $39,731  in  accounts   payable,   $245,362  in  accrued
liabilities  $47,793 in client prepayments and $304,486 in advances from related
parties.

During the nine months  ended March 31,  2011,  we used funds of $134,057 in our
operational  activities.  During  the nine  months  ended  March  31,  2011,  we
recognized  a net loss of  $362,531,  which was  adjusted  for  depreciation  of
$64,908.  During the nine months ended March 31,  2010,  we did not use funds in
our  operational  activities.  During the nine months ended March 31,  2010,  we
incurred  a net  loss  of  $19,960  that  was  not  adjusted  for  any  non-cash
activities.

During  the nine  months  ended  March 31,  2011,  we used  $8,392 in  investing
activities  in the  purchase of office  equipment.  During the nine months ended
March 31, 2010, we neither used nor received funds from investing activities.


                                       2
<PAGE>

During the nine months  ended March 31,  2011,  we  received  $137,424  from our
financing  activities.  During the nine months ended March 31, 2010, we received
$100,000 from our financing activities.

During  the year  ended  June 30,  2010,  Top Growth  Holdings  Group,  Inc,  an
affiliate  and entity of which Ms. Look, an officer and director of the Company,
advanced $2,996 to the Company. Such funds are due on demand.

During the year ended June 30,  2010,  Mr.  Yeung  Cheuk  Hung,  the  manager of
Prestige and the majority shareholder of the Company, has advanced funds at June
30,  2010 of $163,745 to support the  operations  of  Prestige.  During the nine
months ended March 31, 2011, Mr. Yeung Cheuk Hung advanced  additional  funds of
$137,424.  At March 31, 2011, the Company owes him $301,169.  Such funds are due
on demand.

During the year ended June 30, 2010,  Ms.  Look,  an officer and director of the
Company  and the  manager  of Mega,  advanced  funds of $321 to Mega to  support
operations. Such funds are due on demand.

Off-Balance Sheet Arrangements
------------------------------

We  have  no  material  off-balance  sheet  arrangements  nor  do  we  have  any
unconsolidated subsidiaries.

Short Term
----------

On a short-term basis, we generate limited revenues, which are not sufficient to
cover  operations.  Based on our limited operating history in the service office
industry,  we will continue to have insufficient  revenue to satisfy current and
recurring  liabilities  for the near  future.  For short  term  needs we will be
dependent on receipt, if any, of offering proceeds.

Capital Resources
-----------------

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for working capital.

Need for Additional Financing
-----------------------------

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable




                                       3
<PAGE>



ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer has concluded that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer,  to allow timely  decisions  regarding
required  disclosure as a result of the deficiency in our internal  control over
financial reporting discussed below.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended March 31, 2011,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.










                                       4
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE.

ITEM 1A.  RISK FACTORS

            Not Applicable to Smaller Reporting Companies.

ITEM 2.  CHANGES IN SECURITIES

            NONE.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  REMOVED AND RESERVED

ITEM 5.  OTHER INFORMATION

              NONE.

ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1          Certification of Chief Executive and Chief Financial
                           Officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act

     Exhibit 32.1          Certification of Principal Executive and Financial
                           Officer pursuant to Section 906 of the Sarbanes-Oxley
                           Act











                                       5
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                       ASPI, INC.
                                       (Registrant)



Dated:  May 9, 2011                    By: /s/ Look  Yuen Ling
                                           -------------------
                                           Look Yuen Ling
                                           President, Chief Executive Officer
                                               and Chief Financial Officer















                                       6