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 December 31, 2009

[ ]      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). Yes [ X ] No [ ]

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

As of February 13, 2010, there were 3,879,655 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 - December 31, 2009 and June 30, 2009 (Audited)                 1

         Statements of Operations  -
                  For Three and Six Months Ended December 31, 2009 and 2008             2

         Statements of Changes in Shareholders' Deficit -
                   For the Six Months Ended December 31, 2009                           3

         Statements of Cash Flows -
                  For the Six months ended December 31, 2009 and 2008                   4

         Notes to the Financial Statements                                              5

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

Item 4T.  Controls and Procedures                                                       4

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.  Submission of Matters to a Vote of Security Holders - Not Applicable           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.
                                 BALANCE SHEETS


                                                                                        December 31,      June 30,
                                                                                           2009             2009
                                                                                         (Unaudited)     (Audited)
                                                                                     ---------------------------------
                            ASSETS
<S>                                                                                  <C>             <C>

Current Assets

      Cash & Cash Equivalents                                                        $             - $              -
      Prepaid Expenses and Other Current Assets                                                  100              100

                                                                                     ---------------------------------
                 Total Current Assets                                                            100              100

                                                                                     ---------------------------------
      TOTAL ASSETS                                                                   $           100 $            100
                                                                                     =================================

                            LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities

      Accounts Payable                                                                         2,996                -

                                                                                     ---------------------------------
                 Total Current Liabilities                                                     2,996                -

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' 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                           222,756          222,756
        3,879,655 and 1,314,038 shares issued and outstanding, respectively
      Additional Paid In Capital                                                          85,188,312       85,188,312
      Accumulated Deficit                                                                (85,413,964)     (85,410,968)
                                                                                     ---------------------------------
                 Total Stockholders' Equity                                                   (2,896)             100

                                                                                     ---------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $           100 $            100
                                                                                     =================================
</TABLE>



          See accompanying Notes to Consolidated Financial Statements.

                                       1

<PAGE>

<TABLE>
<CAPTION>

                                   ASPI, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                         For the Three Months Ended                For the Six Months Ended
                                                    December 31,        December 31,         December 31,         December 31,
                                                          2009                2008                 2009                2008
                                                 ---------------------------------------------------------------------------------
<S>                                              <C>                  <C>                 <C>                 <C>

OPERATING EXPENSES

      General and Administrative                 $              2,996 $            23,366 $             2,996 $            72,336
      gain on Statute Barred Liabilities                            -          (3,399,505)                  -          (3,399,505)

                                                 ---------------------------------------------------------------------------------
      Total Operating (Income)  Expenses                        2,996          (3,376,139)              2,996          (3,327,169)

OPERATING PROFIT                                               (2,996)          3,376,139              (2,996)          3,327,169

Interest and Other Income (Expenses) Net                            -              (7,468)                  -             (14,585)

                                                 ---------------------------------------------------------------------------------
Profit before Income Taxes                                     (2,996)          3,368,671              (2,996)          3,312,584

Provision for Income Taxes                                          -                   -                   -                   -

                                                 ---------------------------------------------------------------------------------
NET INCOME (LOSS)                                $             (2,996)$         3,368,671 $            (2,996)$         3,312,584
                                                 =================================================================================


NET INCOME (LOSS) PER SHARE

      Basic & Diluted                            $                  - $       2.56        $                  -             2.52
                                                 =================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                       3,879,655           1,314,038           3,879,655            1,314,038
                                                 =================================================================================
</TABLE>



          See accompanying Notes to Consolidated Financial Statements.

                                       2

<PAGE>

<TABLE>
<CAPTION>

                                   ASPI, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 2009
                                   (UNAUDITED)

                                     Common Stock          Additional                        Accumulated
                                                           Paid - in         Accumulated    Comprehensive       Comprehensive
                                   Shares       Amount      Capital          Deficit          Income         Income        Total

                                     #            $            $                $                $              $            $
                                -------------  ---------  -------------   ---------------   ------------   ------------  -----------
<S>                             <C>          <C>        <C>             <C>               <C>              <C>         <C>

Balance, July 1, 2009              3,879,655    222,756     85,188,312       (85,482,836)        71,867      5,813,638          100

Net & Comprehensive Income                 -          -              -            (2,996)             -         (2,996)      (2,996)
                                                                                                           ============

                                -------------  ---------  -------------   ---------------   ------------                 -----------
Balance, December 31, 2009         3,879,655 $  222,756 $   85,188,312  $    (85,485,832) $      71,867                $     (2,896)
                                =============  =========  =============   ===============   ============                 ===========
</TABLE>

















               See accompanying Notes to the Financial Statements.

                                       3

<PAGE>

<TABLE>
<CAPTION>

                                   ASPI, INC.
                            STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENEDED DECEMBER 31, 2009 AND 2008
                                   (UNAUDITED)

                                                                      December 31,      December 31,
                                                                           2009              2008
                                                                    -----------------------------------
<S>                                                                 <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)                                                   $         (2,996)$       3,312,584

  ADJUSTMENTS TO RECONCILE NET PROFIT  TO NET CASH
    USED IN OPERATING ACTIVITIES

      Gain on Statute barred Liabilities                                           -        (3,399,505)

  CHANGES IN OPERATING ASSETS & LIABILITIES
      Increase in Accounts Payable                                             2,996            73,066
      (Decrease) in Accrued Expenses                                               -           (20,415)
                                                                                   -
                                                                    -----------------------------------
      Total Cash Flow used in Operating Activities                                 -           (34,270)

CASH FLOWS FROM FINANCING ACTIVITIES
      Advances under Notes Payable                                                 -            34,255

                                                                    -----------------------------------
      Total Cash Flow provided by Financing Activities                             -            34,255

DECREASE IN CASH & CASH EQUIVALENTS                                 $              - $             (15)
                                                                    ===================================

Cash and Cash Equivalents at the beginning of the period            $              - $              15
                                                                    ===================================
Cash and Cash Equivalents at the end of the period                  $              - $               -
                                                                    ===================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                              $              - $               -
                                                                    -----------------------------------
Cash paid for income tax                                            $              - $               -
                                                                    -----------------------------------
</TABLE>







                 See accompanying Notes to Financial Statements.

                                       4

<PAGE>


                                   ASPI, INC.
                        Notes to the Financial Statements
               For the Six Months Ended December 31, 2009 and 2008

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

Business

ASPI,  Inc. was  incorporated  in the State of Delaware in September  2008, as a
wholly owned  subsidiary  company of Aspeon,  Inc.  Aspeon,  Inc. was a publicly
quoted  shell  company  with no cash on hand,  $1,000 of  assets,  no  operating
business or other source of income,  outstanding liabilities of $2,520,800 and a
stockholders' deficit of $2,519,808.

Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the  Reorganization") filed with the Secretary of State
of Delaware:

     -    ASPI, Inc.  acquired 100% of the issued share capital of Aspeon,  Inc.
          in a share for share exchange of ASPI,  Inc.  shares for Aspeon,  Inc.
          shares with Aspeon, Inc.'s existing shareholders, and

     -    Aspeon,  Inc.  merged with a one of its former  subsidiary  companies,
          A08, Inc.


As a result of the Reorganization,  shareholders in publicly quoted Aspeon, Inc.
became  shareholders in the publicly quoted ASPI, Inc.,  Aspeon,  Inc. ceased to
exist as an independent  legal entity  following its merger with A08, Inc., A08,
Inc.  became a  subsidiary  company  of ASPI,  Inc.  with A08,  Inc.  owning the
subsidiary companies formerly owned by Aspeon, Inc.

The  Reorganization  has been  accounted for so as to reflect the fact that both
Aspeon,  Inc.  and ASPI,  Inc.  were  under  common  control  at the date of the
Reorganization,  similar  to a  reverse  acquisition  of  Aspeon,  Inc.  and its
subsidiary companies by ASPI, Inc.

During the three months ended  December 31,  2009,  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.

During  the  quarter  ended  December  31,  2009,  Mega  Action did not have any
operational activity.

Basis of Presentation

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

                                       5
<PAGE>

financial  statements and notes do not contain certain  information  included in
the Company's  financial  statements for the year ended June 30, 2009. It is the
Company's  opinion  that  when  the  interim  financial  statements  are read in
conjunction with the June 30, 2009 Audited Financial Statements, the disclosures
are adequate to make the information  presented not misleading.  Interim results
are not necessarily indicative of results for a full year or any future period.

Going Concern

The Company's  financial  statements  for the six months ended December 31, 2009
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 an accumulated  deficit of $85,413,964 as of
December 31, 2009.  The Company did not recognize  revenues from its  activities
during the six months ended December 31, 2009.  These factors raise  substantial
doubt about the Company's ability to continue as a going concern.

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.

Revenue Recognition

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when they occur.

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.

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.


                                       6
<PAGE>


Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Recent Accounting Pronouncements
In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact on our financial statements.
There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.

NOTE 2 - PREPAID EXPENSES

Following the sale of all of our subsidiary companies,  effective June 30, 2009,
our only asset is a $100 receivable in respect of the sale proceeds for the sale
of the subsidiary companies.

NOTE 3 - STOCKHOLDERS' 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 December 31, 2009, the Company had 3,879,655 shares
of its common stock issued and outstanding.

During the six months ended  December  31,  2009,  the Company did not issue any
shares of its common stock.

NOTE 4 - SUBSEQUENT EVENTS


The Company has evaluated it activities subsequent to the quarter ended December
31, 2009 and found no other reportable subsequent events.














                                       7
<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,  2009,  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,  Inc. was  incorporated  in the State of Delaware in September  2008, as a
wholly owned  subsidiary  company of Aspeon,  Inc.  Aspeon,  Inc. was a publicly
quoted  shell  company  with no cash on hand,  $1,000 of  assets,  no  operating
business or other source of income,  outstanding liabilities of $2,520,800 and a
stockholders' deficit of $2,519,808.

Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the  Reorganization") filed with the Secretary of State
of Delaware:

     -    ASPI, Inc.  acquired 100% of the issued share capital of Aspeon,  Inc.
          in a share for share exchange of ASPI,  Inc.  shares for Aspeon,  Inc.
          shares with Aspeon, Inc.'s existing shareholders, and

     -    Aspeon,  Inc.  merged with a one of its former  subsidiary  companies,
          A08, Inc.

As a result of the Reorganization,  shareholders in publicly quoted Aspeon, Inc.
became  shareholders in the publicly quoted ASPI, Inc.,  Aspeon,  Inc. ceased to
exist as an independent  legal entity  following its merger with A08, Inc., A08,
Inc.  became a  subsidiary  company  of ASPI,  Inc.  with A08,  Inc.  owning the
subsidiary companies formerly owned by Aspeon, Inc.

On June 26, 2009, Mr. David Cutler,  a then officer and director of the Company,
and an entity  controlled by Mr. Cutler,  sold  3,108,000  shares of ASPI common
stock  held by him and the  entity,  which  constituted  81% of the  outstanding
shares of ASPI,  to Top Growth  Holdings  Group,  Inc., a British  Virgin Island
corporation beneficially owned by Ms. Jeanne Look.

On October 29,  2009,  Mr.  Cutler,  Ms.  Kampmann,  and Mr.  Green  resigned as
directors of the  Company.  Look Yuen Ling,  Tong Siu Lun,  Yeung Siu Fong Kelly
were appointed to the Board of Directors at that time.


                                       1
<PAGE>

On October 29, 2009, Mr. Cutler resigned as the sole officer of the Company.  On
October 29, 2009,  Look Yuen Ling was appointed the President,  Chief  Executive
Officer and Chief Financial Officer of the Company.

During the three months ended  December 31,  2009,  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.

During  the  quarter  ended  December  31,  2009,  Mega  Action did not have any
operational activity.

We intend to seek  private  merger  candidates  to acquire in a reverse  merger.
There is no  assurance  that  any  such  business  will be  located  or that any
stockholder  will realize any return on their  shares after such a  transaction.
Any merger or acquisition  completed by us can be expected to have a significant
dilutive effect on the percentage of shares held by our current stockholders. We
believe we are an insignificant  participant among the firms which engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of June 30,  2009,  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.

RESULTS OF OPERATIONS

For the Three Months Ended  December 31, 2009 Compared to the Three Months Ended
December 31, 2008

During the three months ended  December 31, 2009 and 2008,  we did not recognize
any revenues from our operations.

During the three  months  ended  December  31,  2009,  we  incurred  general and
administrative  expenses of $2,996.  During the three months ended  December 31,
2008, we incurred a general and administrative  expense of $23,366. The decrease
of  $20,370  was a  result  of  reorganization  efforts  and a  decrease  in our
administrative activities.

During the three  months  ended  December  31,  2009,  we incurred a net loss of
$2,996.  During the three  months ended  December  31,  2008,  we incurred a net
income of $3,368,671,  as a result of the recognition of a gain of $3,399,505 in
statute barred liabilities.

For the Six Months  Ended  December  31, 2009  Compared to the Six Months  Ended
December 31, 2008

During the six months ended December 31, 2009 and 2008, we did not recognize any
revenues from our operations.

                                       2
<PAGE>

During  the six  months  ended  December  31,  2009,  we  incurred  general  and
administrative  expenses of $2,996.  During the six months  ended  December  31,
2008, we incurred a general and administrative  expense of $72,336. The decrease
of  $69,340  was a  result  of  reorganization  efforts  and a  decrease  in our
administrative activities.

During the six months ended December 31, 2009, we incurred a net loss of $2,996.
During the six months  ended  December  31,  2008,  we  incurred a net income of
$3,312,584,  as a result of the  recognition  of a gain of $3,399,505 in statute
barred liabilities.

During the six months ended December 31, 2008,  outstanding  liabilities,  which
had been incurred  more than six years ago, were statute  barred under the state
laws  of  Massachusetts  and  we  recognized  a gain  on  these  statute  barred
liabilities of $3,399,505.

LIQUIDITY

We have no cash or other  liquid  assets at December  31,  2009,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.

During the six months ended December, 2009, we did not use or receive funds from
our operational, investment or financial activities.

During the six months ended  December 31, 2008,  we used funds of $34,270 in our
operational  activities.  During the six months  ended  December  31,  2008,  we
recognized a net income of $3,312,584,  which was adjusted for the non-cash item
of a gain of $3,399,505 on statute barred liabilities.

During the six months ended December 31, 2008,  outstanding  liabilities,  which
had been incurred  more than six years ago, were statute  barred under the state
laws  of  Massachusetts  and  we  recognized  a gain  on  these  statute  barred
liabilities of $3,399,505.

During the six  months  ended  December  31,  2008,  received  $34,255  from our
financing  activities  consisting of advances under an existing note payable, at
the time.

Short Term

On a short-term basis, we do not generate any revenue or revenues  sufficient to
cover operations.  Based on prior history, we will continue to have insufficient
revenue to satisfy  current and recurring  liabilities as it seeks explore.  For
short term needs we will be dependent on receipt, if any, of offering proceeds.

Our assets were $100 and liabilities were $2,996 as of December 31, 2009.

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 participation, investigation, exploration, acquisition and 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.

                                       3
<PAGE>

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

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.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of unauthorized

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<PAGE>

Management's  assessment of the effectiveness of the Company's  internal control
over  financial  reporting is as of the quarter  ended  September  30, 2009.  We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended December 31, 2009, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                           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.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            NONE.

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.

                                       5
<PAGE>

     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























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<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:  February  16, 2010           By: /s/ Look  Yuen Ling
                                         -------------------
                                         Look Yuen Ling
                                         President, Chief Executive Officer and
                                             Chief Financial Officer





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