TABLE OF CONTENTS



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|PART I.   |                                                                                                        |  |  |     
|          | Item       1.     Description of Business                                                              |  |  | 3    | 
|          | Item       2.     Description of Property                                                              |  |  | 6    | 
|          | Item       3.     Legal Proceedings                                                                    |  |  | 6    | 
|          | Item       4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 7    | 
|PART II.  |                                                                                                        |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 7    | 
|          | Item       6.     Managements's Plan of Operation                                                      |  |  | 8    | 
|          | Item       7.     Financial Statements                                                                 |  |  | 12   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 13   | 
|          | Item     8A.     Controls and Procedures                                                               |  |  | 13   | 
|PART III. |                                                                                                        |  |  |     
|          | Item       9.     Directors and Executive Officer                                                      |  |  | 13   | 
|          | Item     10.     Executive Compensation                                                                |  |  | 15   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                        |  |  | 15   | 
|          | Item     12.     Certain Relationships and Related Transactions                                        |  |  | 16   | 
|          | Item     13.     Exhibits                                                                              |  |  | 16   | 
|          | Item     14.     Principal Accountant Fees and Services                                                |  |  | 17   | 
|          | Signature                                                                                              |  |  | 18   | 
|          | Index to Exhibits                                                                                      |  |  | 19   | 
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ASP VENTURES CORP.

(A Development Stage Company)

Years Ended December 31, 2004 and 2003

INDEX

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|Report of Independent Registered Public Accounting Firm | 
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|Balance Sheets                                          | 
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|Statements of Operations                                | 
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|Statements of Stockholders' (Deficit)                   | 
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|Statements of Cash Flows                                | 
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|Notes to Financial Statements                           | 

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                             
|----------- | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the
 Securities and Exchange Commission on December 21, 1999)                                                                          
|3(i)(b)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with
 the Securities and Exchange Commission on December 21, 1999)                                                                  
|3(ii)       | *        | Bylaws of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange
 Commission on December 21, 1999)                                                                                             
|10(i)       | *        | Debt Settlement Agreement with International Portfolio Management, Ltd., dated November 4, 2002 (incorporated
 by reference to the Form 10-KSB filed with the Securities and Exchange Commission on April 10, 2003).                    
|10(ii)      | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2003)                                
|10(iii)     | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated May 1, 2003 filed with the Securities
 and Exchange Commission on May 15, 2003                                                                                  
|10(iv)      | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 filed with the
 Securities and Exchange Commission on May 15, 2003)                                                                              
|10(v)       | *        | Stock Exchange Agreement between the Company and the Elite Companies dated June 5, 2003 (incorporated
 by reference to the Form 8-K filed with the Securities and Exchange Commission on July 23, 2003)                                 
|10(vi)      | *        | Mutual Rescission of Stock Exchange Agreement between the Company and the Elite Companies dated September
 25, 2003 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission
 on September 26, 2003)
|10(vii)     | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated September 30, 2003. (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003)                      
|10(viii)    | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated September 30, 2003. (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003)                   
|14          | *        | Code of Ethics adopted March 30, 2004 (incorporated by reference to the Form 10-KSB/A filed with the
 Securities and Exchange Commission on April 2, 2004                                                                               
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
 Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002          
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002