SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-KSB/A

(Mark One)

[X ]     Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004.

[  ]      Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)for the transition period from  to .

Commission file number: 000-28589

ASP VENTURES CORP. (Exact name of small business issuer as specified in its charter)

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

1066 West Hastings Street, Suite 2610 Vancouver, British Columbia, Canada V6E 3X2(Address of Principal Executive Office)          (Postal Code)

(604) 602-1717(Issuers telephone number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

|Title of Each ClassCommon Stock ($0.001 Par Value) | Name of each Exchange on Which RegisteredNone
|-------------------------------------------------- | ---------------------------------------------

Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesX          No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and if no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

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

YesX          No

The registrant's net sales for the year ended December 31, 2004, were $0.

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates was approximately $296,613 based on the average closing bid and asked prices for the common stock on December 12, 2005.

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

---

TABLE OF CONTENTS



|          |                                                                                                        |  |  |      |  | 
|--------- | ------------------------------------------------------------------------------------------------------ |  |  | ---- |  | 
|          |                                                                                                        |  |  | Page
|          |                                                                                                        |  |  |     
|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                                  |  |  | 6    | 
|PART II.  |                                                                                                        |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 7    | 
|          | Item       6.     Managements's Plan of Operation                                                      |  |  | 10   | 
|          | Item       7.     Financial Statements                                                                 |  |  | 14   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 15   | 
|          | Item     8A.     Controls and Procedures                                                               |  |  | 15   | 
|          | Item     8B.     Other Information                                                                     |  |  | 16   | 
|PART III. |                                                                                                        |  |  |     
|          | Item       9.     Directors and Executive Officer                                                      |  |  | 16   | 
|          | Item     10.     Executive Compensation                                                                |  |  | 18   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                        |  |  | 19   | 
|          | Item     12.     Certain Relationships and Related Transactions                                        |  |  | 19   | 
|          | Item     13.     Exhibits                                                                              |  |  | 19   | 
|          | Item     14.     Principal Accountant Fees and Services                                                |  |  | 20   | 
|          | Signature                                                                                              |  |  | 21   | 

---

ITEM 1. DESCRIPTION OF BUSINESS


General

As used herein the term Company refers to ASP Ventures Corp., a Florida corporation and its subsidiaries and predecessors, unless the context indicates otherwise. The Company was incorporated under the laws of the State of Florida on March 23, 1989 as Airsupport Services Corp. On May 15, 1998, the Company changed its name to ASP Ventures Corp. as part of a corporate refocus designed to attract prospective business opportunities. The Company then pursued several different business opportunities, none of which led to sustained operations.




Most recent of these business opportunities was the intent to acquire Elite Jet, Inc., Elite Property, Inc. and Elite Yachts, Inc. (collectively Elite) pursuant to the terms of a stock exchange agreement dated July 7, 2003 wherein the Company agreed to issue to the shareholders of Elite, 11,771,860 shares of common stock in exchange for all the issued and outstanding shares of Elite. Elite Jet was an established California based company that sold fractional ownership interests in jet aircraft. Elite Properties intended to market fractional interests in high end real estate properties and Elite Yachts intended to offer fractional ownership interests in luxury cruisers and motor yachts. On September 25, 2003, due to difficulties arising from Elites inability to obtain audited financial statements, the Company and the shareholders of Elite entered into a mutual rescission of stock exchange agreement whereby the shareholders of Elite
agreed to rescind the original stock exchange agreement effective as of July 7, 2003 and to cancel all 11,771,860 of the Companys common stock issued under the agreement in exchange for the return of shares of Elite.


Selection of a Business.

Since the Company has no current business, its plan of operation is to seek one or more suitable business combinations or acquisitions to create value for its shareholders. Management has adopted a conservative policy of seeking opportunities that they consider to be of exceptional quality, and to accept that the Company may have to wait longer, as a result of that policy, before consummating any transactions to create value for the Companys shareholders. Management recognizes that the higher the standards it imposes upon itself, the greater may be its competitive disadvantages with other acquiring interests or entities.




The Company does not intend to restrict its consideration to any particular business or industry segment, and the Company may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, service, natural resources, manufacturing or high-technology. However, due to the Companys limited financial resources, the scope and number of suitable candidate business ventures available is limited, and most likely the Company will not be able to participate in more than a single business venture. Accordingly, it is anticipated that the Company will not be able to diversify, but may be limited to one merger or acquisition.


3

---

The decision to participate in a specific business opportunity will be made upon managements analysis of the quality of the other firms management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the management of a business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of, required changes.




Since the Company may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur further risk due to the failure of the targets management to have proven its abilities or effectiveness, or the failure to establish a market for the targets products or services, or the failure to realize profits.




The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the Companys shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the founders thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Companys participation.


Acquisition of Business

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Companys officers and directors may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Companys shareholders.




It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.




While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called tax-free reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the Code). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.


4

---

As part of the Companys investigation, officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Companys limited financial resources and management expertise.




The manner in which each Company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity, and the relative negotiating strength of the Company and such other management. With respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of the Company that target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target companys assets and liabilities, the Companys shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Companys then shareholders.


Operation of Business After Acquisition

The Companys operation following its merger or acquisition of a business will be dependent on the nature of the business and the interest acquired. The Company is unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. It may be expected that the business will present various challenges that cannot be predicted at the present time.


Government Regulation.

The Company cannot anticipate the government regulations, if any, to which it may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation. The inability to ascertain the effect of government regulation on a prospective business activity will make the acquisition of an interest in such
business a higher risk.


Competition

The Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable business opportunities.


5

---

Employees

The Company is a development stage company and currently has no employees. The Companys executive officers devote as much time to the affairs of the Company as they deem appropriate. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees as long as business needs are being identified and evaluated. The need for employees and their availability will be addressed in connection with a decision concerning whether or not to acquire or participate in a specific business venture.


Reports to Security Holders

The Company is not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to the security holders. Should the Company choose to create an annual report, it will contain audited financial statements. The Company files all of its required information with the Securities and Exchange Commission (Commission).


The public may read and copy any materials that are filed by the Company with the Commission at the Commissions Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by the Company with the Commission have been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at: http://www.sec.gov .


ITEM 2. DESCRIPTION OF PROPERTY


The Company currently maintains limited office space on a month-to-month basis at a cost of $2,000 per month. The address of the Company office is 1066 West Hastings Street Suite 2610, Vancouver, British Columbia, Canada V6E 3X2. The Company does not believe that it will need to obtain additional office space at any time in the foreseeable future until the Company has acquired a suitable business opportunity.


ITEM 3. LEGAL PROCEEDINGS


Legal proceedings were initiated by Gem Global Yield Fund Limited and Turbo International Ltd. (Plaintiffs) against the Company on February 4, 2004 in the United States District Court, Southern District of New York. The claim was for $525,000 plus interest in connection with the Companys alleged breech of a settlement agreement purportedly made between the parties as the result of funds loaned to Elite Jet, Inc., a non-party to the action. Although the Company denied any liability in this action it was unable to respond in a timely fashion to the legal proceedings which resulted in a default judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724.45. The Company continues to deny any liability in this matter and believes that in the event Plaintiffs attempt to enforce this judgment through court proceedings that the Company will ultimately succeed on the merits of its position.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matters were submitted to a vote of security holders, through solicitation of proxies or otherwise, during the quarter ended December 31, 2004.


6

---

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


The Companys common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the National Association of Securities Dealers, Inc. under the symbol, APVE.OB. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.


`--------------- --------------------------- ----------------- ----------------
                      YEAR            QUARTER ENDING              HIGH              LOW
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                      2004                   December 31          $0.02             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                            September 30,         $0.01             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                               June 30            $0.03             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                               March 31           $0.03             $0.02
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                      2003                   December 31          $0.06             $0.02
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                             September 30         $0.29             $0.04
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                               June 30            $0.38             $0.04
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                               March 31           $0.05             $0.03
                      --------------- --------------------------- ----------------- ----------------`

Unregistered Sales of Equity Securities

On December 21, 2004 the Company authorized the issuance of 500,000 shares of common stock to Noordin Abdulla in exchange for cash consideration of $0.01 a share or $5,000 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.




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


7

---

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




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


On December 22, 2004 the Company authorized the issuance of 625,000 shares of common stock to Francois Struye de Swielande in exchange for cash consideration of $0.01 a share or $6,250 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.




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




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


On December 22, 2004 the Company authorized the issuance of 625,000 shares of common stock to Jean Struye de Swielande in exchange for cash consideration of $0.01 a share or $6,250 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.




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




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


8

---

On December 22, 2004 the Company authorized the issuance of 625,000 shares of common stock to Philippe Meillard in exchange for cash consideration of $0.01 a share or $6,250 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.




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




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


On December 29, 2004 the Company authorized the issuance of 2,000,000 shares of common stock to SG Private Banking (Suisse) SA in exchange for cash consideration of $0.01 a share or $20,000 pursuant to the terms of a stock subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act. No sales commissions were paid in connection with this transaction.




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




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


Record Holders

As of December 12, 2005, there were approximately 34 shareholders of record holding a total of 40,071,815 shares of common stock. The sole member of the board of directors believes that the number of beneficial owners is substantially greater than the number of record holders because a portion of the Companys outstanding common stock is held in broker street names for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.


9

---

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the board of directors and will depend on the Companys earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Companys ability to pay dividends on its common stock other than those generally imposed by applicable state law.


ITEM 6. MANAGEMENT'S PLAN OF OPERATION


Plan of Operation

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




The Companys plan of operation for the coming year is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits.




The Company has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing. Any decision to participate in a specific business opportunity will be made based upon a Company analysis of the merits of the prospective business based on objective criteria.


Results of Operations

During the twelve month period ended December 31, 2004, the Company sought to identify a prospective business acquisition opportunity and completed a private placement of the Companys common stock in order to fund operations.




The Company does not expect to receive revenues within the next twelve months of operation as it remains in the process of identifying a favorable business opportunity, which opportunity if acquired, may or may not produce revenue. Therefore, due to these uncertainties, the Company does not expect any revenues until such time as a revenue producing acquisition is accomplished.




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


Net Loss

For the period from May 15, 1998 until December 31, 2004, the Company recorded an operating loss of $1,974,827. The Companys operating loss is attributable to general and administrative expenses. The general and administrative expenses include accounting costs, legal expenses, consulting fees, management fees and the costs associated with the preparation of disclosure documentation in accord with the requirements of the Exchange Act of 1934, as amended. The Company did not generate any revenues during this period.


10

---

Capital Expenditures

The Company expended no amounts on capital expenditures for the period from May 15, 1998 to December 31, 2004.


Capital Resources and Liquidity

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders equity. Net stockholders deficit in the Company was $808,473 at December 31, 2004.




The Company had current assets of $2,089 and total assets of $2,089 as of the twelve month period ended December 31, 2004. These assets consisted of cash on hand of $2,089. Management believes that the Company has sufficient resources to meet the anticipated needs of the Companys operations through at least the calendar year ending December 31, 2005 although there can be no assurance to that effect, as the Company has no revenues and its need for capital may change dramatically in the event a business opportunity is identified and acquired.




During the year ended December 31, 2004, the Company raised $151,422 in capital through a private equity placement of 18,475,000 shares of the Companys common stock at a price of $0.01 per share. The proceeds of the private equity placement were used to satisfy ongoing operational requirements. Subsequent to December 31, 2004, the Company has raised additional equity capital in the amount of $16,750 through the private placement of 1,675,000 shares of the Companys common stock at a price of $0.01 per share.




On April 6, 2004, the Company adopted the 2004 Benefit Plan of ASP Ventures Corp. pursuant to which the Company may issue up to 3,000,000 shares of its common stock through stock issuances, or the grant of stock options to acquire the Companys common stock, to employees, consultants or advisors, who contribute to the success of the Company provided that bona fide services are rendered to the Company and that such services are not in connection with the offer or sale of securities in a capital-raising transaction. Further, no stock may be issued, or option granted under the Companys Benefit Plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Companys securities. The 2004 Benefit Plan was registered under Form S-8 with the Securities and Exchange Commission on April 23, 2004. To date the Company has not issued any shares or granted any stock options under the
2004 Benefit Plan.




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


The Company has no current plans to make any changes in the number of employees.




The Company has no defined benefit plan or contractual commitment with any of its officers or directors. Critical Accounting Policies In Note 1 to the audited consolidated financial statements for the years ended December 31, 2004 and 2003 included in this Form 10-KSB/A, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.


11

---

The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.


Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123 (revised 2004), Accounting for Stock Based Compensation. This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This revised statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods and services, including the grant of stock options to employees and directors. The Statement is effective for periods beginning after June 15, 2005, and will require the Company to recognize compensation cost based on the grant date fair value of the equity instruments its awards. The Company currently accounts for those instruments under the recognition and measurement principles of APB Opinion 25, including the disclosure-only provisions of the original SFAS 123. Accordingly, no compensation cost from issuing equity instruments has been recognized in the Companys financial
statements. The Company estimates that the required adoption of SFAS 123 (R) will not have a negative impact on its financial statements.


In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1). The objective of EITF 03-1 is to provide guidance for identifying impaired investments. EITF 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In October 2004, the FASB delayed the recognition and measurement provisions of EITF 03-1 until implementation guidance is issued. The disclosure requirements are effective for annual periods ending after June 15, 2004, and remain in effect. Management believes that the adoption of EITF 03-1 will not have a material impact on the Companys financial condition or results of operations.


In December 2003, the FASB issued Interpretation No. 46 (FIN 46R) (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (ARB 51), which addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46 (FIN 46), which was issued in January 2003.





Before concluding that it is appropriate to apply ARB 51 voting interest consolidation model to an entity, an enterprise must first determine that the entity is not a variable interest entity (VIE). As of the effective date of FIN 46R, an enterprise must evaluate its involvement with all entities or legal structures created before February 1, 2003, to determine whether consolidation requirements of FIN 46R apply to those entities. There is no grandfathering of existing entities. Public companies must apply either FIN 46 or FIN 46R immediately to entities created after January 31, 2003 and no later than the end of the first reporting period that ends after March 15, 2004. The adoption of FIN 46 had no effect on the Companys consolidated financial position, results of operations or cash flows.





In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. SAB 104 revises or rescinds portions of the interpretive guidance included in Topic 13 of the codification of staff accounting bulletins in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of SAB 104 did not have a material effect on the Companys results of operations or financial condition In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position.





Previously, many of those financial instruments were classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. On November 7, 2003, FASB Staff Position 150-3 was issued, which indefinitely deferred the effective date of SFAS 150 for certain mandatory redeemable non-controlling interests. As WWA Group does not have any of these financial instruments, the adoption of SFAS 150 did not have any impact on the Companys consolidated financial statements.


In April 2003, FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133, Accounting for Derivatives and Hedging Activities. SFAS 149 is generally effective for derivative instruments, including derivative instruments embedded in certain contracts, entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have a material impact on the operating results or financial condition of the Company.


12

---

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995






This Form 10-KSB/A includes certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included in this Form 10-KSB/A, other than statements of historical facts, address matters that the Company reasonably expects, believes or anticipates will or may occur in the future. Such statements are subject to various assumptions, risks and uncertainties, many of which are beyond the control of the Company.





These forward looking statements may relate to such matters as anticipated financial performance, future revenue or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters. When used in this report, the words may, will, expect, anticipate, continue, estimate, project, intend, and similar expressions are intended to identify forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Companys future plans of operations, business strategy, operating results and financial position. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, the
Company cautions readers that a variety of factors could cause its actual results to differ materially from the anticipated results or other matters expressed in the Companys forward-looking statements.




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


Going Concern

The Companys audit expressed substantial doubt as to the Companys ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and an accumulated deficit of $1,974,927 as of December 31, 2004. The Companys ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Managements plan to address the Companys ability to continue as a going concern, include: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Companys securities; (3) establishing revenues from a suitable business opportunity; and (4) obtaining loans and grants from various financial institutions, where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove successful.


ITEM 7. FINANCIAL STATEMENTS


The Companys financial statements for the fiscal year ended December 31, 2004, are attached hereto as F-1 through F-12.


13

---

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

---

To the Board of Directors and Stockholdersof ASP Ventures Corp.

We have audited the accompanying balance sheets of ASP Ventures Corp. (a development stage company) as of December 31, 2004 and 2003 and the related statements of operations, stockholders deficit, and cash flows for the years then ended and the cumulative amounts since inception. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.




We conducted our audit in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States).





Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ASP Ventures Corp. (a development stage company), as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended and the cumulative amounts since inception, in conformity with accounting principles generally accepted in the United States of America.




As discussed in Note 11 to the financial statements, an error resulting in an understatement of previously reported accounts payable and accrued expenses and an understatement of net loss, was discovered by management of the Company. Accordingly, the 2004 financial statements have been restated to correct the error.




The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys revenue generating activities are not in place and the Company has incurred losses since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


JONES SIMKINS, P.C.

Logan, Utah

|March |  | 8, 2005, except for Notes 6, 10 and 11, which are dated December 7, 2005
|----- |  | ------------------------------------------------------------------------

F-2

---

`ASP VENTURES CORP.
                                              (A Development Stage Company)
                                                     BALANCE SHEETS
                                               December 31, 2004 and 2003


                                                                                        2004
                                 ASSETS                                               Restated              2003
                                                                                  -----------------   -----------------

Current assets:
  Cash                                                                         $             2,089                 178
                                                                                  -----------------   -----------------

     Total current assets                                                      $             2,089                 178
                                                                                  =================   =================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                        $           698,700             157,253
  Related party payables                                                                   101,862              35,671
  Notes payable                                                                             10,000              10,000
                                                                                  -----------------   -----------------

     Total current liabilities                                                             810,562             202,924
                                                                                  -----------------   -----------------

Stockholders' deficit:
    Common stock, $.001 par value, 50,000,000 shares
      authorized, 27,577,769 and 8,852,769 shares issued

      and outstanding, respectively                                                         27,577               8,852
    Additional paid-in capital                                                           1,158,777             999,830

    Stock subscription receivable                                                         (20,000)                   -
    Deficit accumulated during the development stage                                   (1,974,827)         (1,211,428)
                                                                                  -----------------   -----------------

     Total stockholders' deficit                                                         (808,473)           (202,746)
                                                                                  -----------------   -----------------

     Total liabilities and stockholders' deficit                               $             2,089                 178
                                                                                  =================   =================





                                            See accompanying notes to financial statements`





---

`ASP VENTURES CORP.

                                              (A Development Stage Company)

                                                STATEMENTS OF OPERATIONS

                                         Years Ended December 31, 2004 and 2003






                                                                                                            Cumulative
                                                                    2004                                     Amounts
                                                                  Restated               2003                Restated
                                                              -----------------    ------------------    -----------------


Revenue                                                   $                  -                     -                    -

General and administrative costs                                       178,262               179,053            1,389,690


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


Loss - default judgment                                                627,387                     -              627,387
                                                              -----------------    ------------------    -----------------

               Loss before income taxes                              (763,399)             (179,053)          (1,974,827)


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


               Net loss                                   $          (763,399)             (179,053)          (1,974,827)
                                                              =================    ==================    =================



Loss per common share - basic and diluted                 $             (0.06)                 (.03)
                                                              =================    ==================


Weighted average common shares -
   basic and diluted                                                12,799,000             6,038,000
                                                              =================    ==================












                                            See accompanying notes to financial statements`





---

`ASP VENTURES CORP.
                                                                 (A Developmental Stage Company)
                                                               STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                      May 15, 1998 (Date of Inception) to December 31, 2004
                                                                                                                                   Deficit
                                                                                                                                 Accumulated
                                                                                                                                 During the
                                                                                          Additional            Stock            Development
                                                            Common Stock                   Paid-in          Subscription            Stage               Total
                                                  ---------------------------------
                                                     Shares             Amount             Capital           Receivable           Restated            Restated
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at May 15, 1998 (date of inception)           1,000,000   $          1,000   $           4,000  $     -            $           (5,000)  $               -

Net loss                                                      -                  -                   -                  -              (2,500)            (2,500)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 1998                          1,000,000              1,000               4,000                  -              (7,500)            (2,500)

Issuance of common stock in private placement         2,000,000              2,000             386,000                  -        -                        388,000

Net loss                                                      -                  -                   -                  -            (440,366)          (440,366)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 1999                          3,000,000              3,000             390,000                  -            (447,866)           (54,866)

Issuance of common stock for consulting fees            150,000                150              74,850                  -        -                         75,000

Net loss                                                      -                  -                   -                  -            (299,830)          (299,830)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2000                          3,150,000              3,150             464,850                  -            (747,696)          (279,696)

Net loss                                                      -                  -                   -                  -            (132,172)          (132,172)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2001                          3,150,000              3,150             464,850                  -            (879,868)          (411,868)

Issuance of common stock for:
 Consulting fees                                        266,937                267              13,580                  -                    -             13,847
 Accounts payable                                     1,061,878              1,062             152,546                  -                    -            153,608

Net loss                                                      -                  -                   -                  -            (152,507)          (152,507)

Balance at December 31, 2002                          4,478,815              4,479             630,976                  -          (1,032,375)          (396,920)`





---

`ASP VENTURES CORP.
                                                                 (A Developmental Stage Company)
                                                         STATEMENTS OF STOCKHOLDERS' DEFICIT (continued)
                                                      May 15, 1998 (Date of Inception) to December 31, 2004
                                                                                                                                   Deficit
                                                                                                                                 Accumulated
                                                                                                                                 During the
                                                                                          Additional            Stock            Development
                                                            Common Stock                   Paid-in          Subscription            Stage               Total
                                                     Shares             Amount             Capital           Receivable           Restated            Restated
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2002                          4,478,815              4,479             630,976                  -          (1,032,375)          (396,920)

Issuance of common stock for:
 Consulting fees                                        230,000                230              11,270                  -                    -             11,500
 Cash                                                   300,000                300              29,700                  -                    -             30,000
 Accounts payable and notes payable                   3,843,954              3,843             327,884                  -                    -            331,727

Net loss                                                      -                  -                   -                  -            (179,053)          (179,053)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2003                          8,852,769              8,852             999,830                  -          (1,211,428)          (202,746)

Issuance of common stock for:
 Services                                               250,000                250               6,000                  -                    -              6,250
 Cash                                                16,475,000             16,475             148,275                  -                    -            164,750
 Stock subscription receivable                        2,000,000              2,000              18,000           (20,000)                    -                  -
 Offering costs                                               -                  -            (13,328)                  -                    -           (13,328)

Net loss                                                      -                  -                   -                  -            (763,399)          (763,399)
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2004                         27,577,769  $          27,577  $        1,158,777  $        (20,000)  $       (1,974,827)  $       (808,473)
                                                  ==============     ==============     ===============     ==============     ================     ==============









                                            See accompanying notes to financial statements`





---

`ASP VENTURES CORP.
                                               (A Development Stage Company)
                                                 STATEMENTS OF CASH FLOWS
                                          Years Ended December 31, 2004 and 2003

                                                                                                              Cumulative
                                                                        2004                                   Amounts
                                                                      Restated              2003               Restated
                                                                   ----------------    ----------------    -----------------
Cash flows from operating activities:
  Net loss                                                     $         (763,399)           (179,053)          (1,974,827)
  Adjustments to reconcile net loss to net cash
 used in operating activities:
      Loss - default judgment                                              627,387                   -              627,387
      Gain on forgiveness of debt                                         (42,250)                   -             (42,250)
      Stock compensation expense                                             6,250              11,500              111,597
      Increase (decrease) in:
         Accounts payable and accrued expenses                            (43,690)             101,076              467,055
         Related party accounts payable                                     67,891              28,971               96,862
                                                                   ----------------    ----------------    -----------------

    Net cash used in operating activities                                (147,811)            (37,506)            (714,176)
                                                                   ----------------    ----------------    -----------------

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

Cash flows from financing activities:
  Proceeds from notes payable                                                    -                   -              141,843
  Increase (decrease) in related party note payable                        (1,700)               6,700                5,000
  Issuance of common stock                                                 151,422              30,000              569,422
                                                                   ----------------    ----------------    -----------------

    Net cash provided by financing activities                              149,722              36,700              716,265
                                                                   ----------------    ----------------    -----------------

    Net increase (decrease) in cash                                          1,911               (806)                2,089

Cash, beginning of period                                                      178                 984                    -
                                                                   ----------------    ----------------    -----------------

Cash, end of period                                            $             2,089                 178                2,089
                                                                   ================    ================    =================





                                            See accompanying notes to financial statements`





---

Note 1  Organization and Summary of Significant Accounting Policies

Organization

The Company was incorporated under the laws of the State of Florida on March 23, 1989 and had no significant operations or activity until May 15, 1998 (date of inception). On May 15, 1998, the Company changed its name from Air Support Services, Corp. to ASP Ventures Corp. The Company proposes to seek business ventures that will allow for long-term growth. Further, the Company is considered a development stage company as defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.


Income Taxes

Deferred income taxes are provided in amounts sufficient to give effect to temporary differences between financial and tax reporting, principally related to net operating loss carryforwards.


Earnings Per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the year.


The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive. The Company does not have any stock options or warrants outstanding at December 31, 2004 and 2003.


Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.






---

Note 1  Organization and Summary of Significant Accounting Policies (continued)

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


Reclassification

The restated 2004 financial statements include a reclassification of a gain from forgiveness of debt from an extraordinary item to a separate line item in operations. This reclassification had no effect on the net loss or loss per share.


Certain amounts in the financial statements for 2003 have been reclassified to conform with the current year presentation.


Note 2  Going Concern

As of December 31, 2004, the Companys revenue generating activities are not in place, and the Company has incurred losses since inception. These factors raise substantial doubt about the Companys ability to continue as a going concern.


Management intends to seek additional funding through business ventures. There can be no assurance that such funds will be available to the Company, or available on terms acceptable to the Company.


Note 3  Note Payable

The note payable is due to a financing company and bears interest at 6% and is due on demand. Accrued interest on the note was $600 and $600 at December 31, 2004 and 2003, respectively. The accrued interest is included with accrued expenses on the balance sheet.


Note 4  Related Party Payables

`Related party payables consist of the following:
                                                                         2004              2003
     Unsecured note payable to a shareholder bearing
     interest at 7.5% and due on demand.                          $        5,000            6,700

     Unsecured payables to officers with no specific
     terms and due on demand.                                             96,862           28,971

                                                                  $      101,862           35,671`





---

Note 5  Related Party Transactions

The Company incurred management and consulting fees to officers and directors of the Company of approximately $27,000 and $16,000 during the years ended December 31, 2004 and 2003, respectively.


The Company incurred consulting fees to a shareholder of approximately $60,000 and $60,000 during the years ended December 31, 2004 and 2003, respectively.


Note 6  Income Taxes

The difference between income taxes at statutory rates and the amount presented in the financial statements is a result of the following:


`Year Ended
                                                             December 31,                  Cumulative
                                                        2004                                 Amounts
                                                      Restated           2003               Restated

Income tax benefit at statutory rate        $         (262,000)          (61,000)           (671,000)
Change in valuation allowance                          262,000            61,000             671,000

                                            $            -                 -                   -



Deferred tax assets are as follows at December 31:

                                                     2004
                                                      Restated           2003

Net operating loss carryforwards            $          671,000           409,000
Valuation allowance                                   (671,000)         (409,000)

                                            $            -                     -`

The Company has net operating loss carryforwards of approximately $1,347,000, which begin to expire in the year 2013. The amount of net operating loss carryforwards that can be used in any one year will be limited by significant changes in the ownership of the Company and by the applicable tax laws which are in effect at the time such carryforwards can be utilized.






---

Note 7  Supplemental Cash Flow Information

During the year ended December 31, 2004:


o The Company issued 250,000 shares of common stock in exchange for consulting services valued at $6,250.


o The Company issued 2,000,000 shares of common stock for a stock subscription receivable of $20,000.


|o |  | The Company issued 530,954 shares of common stock in exchange for accounts payable and a note payable of $133,634 and $131,843, respectively.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

o The Company issued 3,313,000 shares of common stock in exchange for accounts payable of $66,250.


Actual amounts paid for interest and income taxes for the years ended December 31 are as follows:


`2004              2003

           Interest                                                  $     1,323          2,291

           Income taxes                                              $      -                 -`

Note 8  Fair Value of Financial Instruments

The Companys financial instruments consist of cash and payables. The carrying amount of cash and payables approximates fair value because of the short-term nature of these items.


Note 9  Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123 (revised 2004), Accounting for Stock Based Compensation. This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This revised statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods and services, including the grant of stock options to employees and directors. The Statement is effective for periods beginning after June 15, 2005, and will require the Company to recognize compensation cost based on the grant date fair value of the equity instruments its awards. The Company currently accounts for those instruments under the recognition and measurement principles of APB Opinion 25, including the disclosure-only provisions of the original SFAS 123. Accordingly, no compensation cost from issuing equity instruments has been recognized in the Companys financial
statements. The Company estimates that the required adoption of SFAS 123 (R) will not have a negative impact on its financial statements.






---

Note 10  Legal Proceedings

Legal proceedings were initiated by Gem Global Yield Fund Limited and Turbo International Ltd. (Plaintiffs) against the Company on February 4, 2004 in the United States District Court, southern District of New York. The claim was for $525,000 plus interest in connection with the Companys alleged breach of a settlement agreement purportedly made between the Company, Elite Jet, Inc, Gem Global Yield Fund Limited and Turbo International Ltd. in satisfaction of funds loaned by Plaintiffs to Elite Jet, Inc., a non-party to the legal proceedings. Although the Company denied any liability in this action it did not file a defense to the legal proceedings which resulted in a Default Judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724 with interest accruing at 12% per annum on $525,000.




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


As of December 31, 2004 principal and interest accrued with respect to the Default Judgment was $627,387.


Note 11- Restatements

The Company has restated its financial statements for the year ended December 31, 2004. The Company is restating the financial statements to accrue amounts owing as a result of a Default Judgment which was obtained against the Company on May 19, 2004 (See note 10).


`December 31,        Adjustment        December 31,
                                                                2004                                  2004
                                                            As Reported                            As Restated
                                                                 $                   $                  $
                                                         ------------------- ------------------ ------------------
                                                         ------------------- ------------------ ------------------
        Balance Sheet
        Accounts payable and accrued expenses                        71,313            627,387            698,700
        Deficit accumulated during the development
        stage                                                   (1,347,440)          (627,387)        (1,974,827)


                                                             Year Ended                            Year Ended
                                                            December 31,                          December 31,
                                                                2004                                  2004
                                                            As Reported         Adjustment         As Restated
                                                                 $                   $                  $
                                                         ------------------- ------------------ ------------------
                                                         ------------------- ------------------ ------------------
        Income Statement
             Loss - default judgment                                      -            627,387            627,387
        Net loss for the year                                     (136,012)          (627,387)          (763,399)
        Loss per common share - basic                                 (.01)              (.05)              (.06)`





---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


The Company has had no changes in or disagreements with its accountants as to accounting or financial disclosure over the two most recent fiscal years.





ITEM 8A. CONTROLS AND PROCEDURES


The Companys president acts both as the Companys chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.


(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the chief executive officer and chief financial officer, the Company evaluated the effectiveness of the design and operation of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act), as of December 31, 2004. Based on this original evaluation, the Companys chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, the disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to the chief executive officer and chief
financial officer, in a manner that allowed for timely decisions regarding required disclosure.




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


The auditors did not test the effectiveness of nor relied on the internal controls of the Company for the periods ended December 31, 2004 and 2003.


(b) Changes in Internal Controls

During the period ended December 31, 2004, there was no change in internal control over financial reporting that materially affected, or was reasonably likely to materially affect the Companys internal control over financial reporting.


15

---

However, subsequent to the filing of the Companys annual report the chief executive officer and chief financial officer concluded that changes will be made to internal controls over financial reporting which may materially affect the Companys financial reporting. The Companys chief executive officer and chief financial officer will make proposals to the Companys board of directors to implement changes to safeguard against future errors in financial disclosure. The proposals include a segregation of the duties of the chief executive officer and the chief financial officer, the appointment of an independent director to the Companys board of directors and the formation of an audit committee.





The Companys chief executive officer and chief financial officer believes that the segregation of a chief executive officers duties from that of a chief financial officer and the formation of an audit committee would cause the Company to better evaluate the effectiveness of the design and operation of the Companys disclosure controls and procedures on a constant basis with the intention of discovering any potential misstatements prior to erroneous disclosure.


ITEM 8B OTHER INFORMATION

None.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


`Name                                Age                       Position(s) and Office(s)

Nora Coccaro                        48                        Chief Executive Officer, Chief Financial Officer, Principal Accounting
                                                              Officer and Director

Ross Wilmot                         61                        Former Chief Executive Officer, Chief Financial Officer, Principal
                                                              Accounting Officer and Director`

Nora Coccaro was appointed to the Companys Board of Directors on November 22, 2005 and serves as the Companys chief executive officer, chief financial officer, and principal accounting officer. Ms. Coccaro will serve as a director until the next annual meeting of the Companys shareholders or until such time as a successor is elected and qualified. Ms. Coccaro attended medical school at the University of Uruguay before becoming involved in the management of public entities. Ms. Coccaro currently also serves as an officer and director of Sona Development Corp. an OTC: BB quoted company without current operations, from January 2000 to present and as a director of Solar Energy Limited an OTC: BB quoted company involved in the development of alternative energy sources.





Ms. Coccaro has served as an officer and director of OpenLimit, Inc., an OTC: BB quoted company involved in credit card encryption technology, from February 2000 to January 2004, as a director of Americana Gold & Diamond Holdings, Inc. an OTC: BB quoted company without current operations, from 1998 until May 1999 and as an officer and director of Black Swan Gold Mines, a Toronto Senior Listing company with diamond exploration activities in Brazil from 1997 until 1999. The Company has not entered into any related party transactions with Ms. Coccaro and has not entered into any employment agreement in connection with Ms. Coccaros appointment as director, chief executive officer, chief financial officer and principal accounting officer.


16

---

Ross Wilmot was appointed to the Companys board of directors in January of 1999, and served as a Company director, chief executive officer, chief financial officer, and principal accounting officer during period covered by this 10-KSB/A. Mr. Wilmot resigned on November 22, 2005 as director, chief executive officer, chief financial officer, and principal accounting officer of the Company.


Mr. Wilmot is a Chartered Accountant. In addition, he serves in the following capacities with other companies: Director (from February 1999 to August 2003) and CFO (from January 1995 to February 1999) of Breckenridge Resources Ltd.; Director (from April 2000 to present), Director (from April 2000 to November 2003) and CFO (January 1995 to November 2003) of Briyante Software Corp.; Director and Officer of ComCam, Inc. (from March 2001 to present); Director (from July 1996 to April 1998 and July 2001 to present) and CFO of CTF Technologies Inc. (from July 1996 to present); Director (from July 1998 to February 1999) and Vice-President, Finance and Chief Financial Officer (from July 1998 to August 2002) of Imagis Technologies Inc.; Director (from October 1997 to present) and Chief Financial Officer (October 1997 to May 2001) of Intacta Technologies Inc.; Director (from August 1995 to June 2001) and Vice-President, Finance (from August 1995
to present) of Multivision Communications Corp.; Director (from April 1997 to February 2004) and CFO (from January 1997 to August 2003) of Neuer Kapital Corp.; Director and President of Orex Ventures Inc. (from May 2001 to present); Director (from May 1997 to present), President (from May 2001 to November 2003) and CFO (from November 2003 to present) of Orko Gold Corp.; Director (from April 1996 to August 2003), Secretary (from April 1996 to April 1999) and President (from April 1999 to September 2002) of Paloma Ventures Inc.; Director and Vice-President, Finance of Promax Communications Corp. (from May 1997 to March 1998); Director and President of Quantum Power Corporation (March 2001 to present); Director (from February 1997 to present) and Vice-President, Finance( from June 1996 to June 2001) of Radical Elastomers Inc.; Director and Vice-President, Finance of ServiceTrack Enterprises Inc. (from September 1997 to June 1998); and Director and President of Sudamet Ventures Inc. (from April 2001 to
present).


Compensation of Directors

The Companys director is not currently compensated for his service as a director of the Company. Directors currently are not reimbursed for out-of-pocket costs incurred in attending meetings.


Board of Directors Committees

The board of directors has not yet established an audit committee or a compensation committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committees responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee.


Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this Form 10-KSB/A. Further, the Companys Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting the Company.


17

---

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of a certain individual who during the period ended December 31, 2004 was a director, officer, or beneficial owner of more than ten percent of the common stock of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.


Ross Wilmot failed to file a Form 3 or Form 5 despite being the chief executive officer, chief financial officer and sole director of the Company.


Shafiq Nazerali failed to file a Form 3 or Form 5 despite owning in excess of 10% of the Companys issued and outstanding common stock.


ITEM 10. EXECUTIVE COMPENSATION


Executive Compensation

Except as set forth below, no compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of the Company during the years 2004, 2003, and 2002. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by the Companys current and past officers over the past three years.


`SUMMARY COMPENSATION TABLE

---------------------------------- ------------------------------------ ------------------------------------------------------
                                           Annual Compensation                         Long Term Compensation
                                   ------------------------------------ ------------------------------------------------------
                                                                        -------------------------- ---------------------------
                                                                                 Awards                     Payouts
----------------------------------------------------------------------- -------------------------- ---------------------------
-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------
                                                                        Restricted    Securities
Name and Principal                                      Other Annual       Stock      Underlying   LTIP          All Other
Position                    Year    Salary     Bonus    Compensation     Award(s)      Options      payouts    Compensation
                                      ($)       ($)          ($)            ($)        SARs(#)        ($)           ($)
-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------
-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------
Nora Coccaro, CEO, CFO,      2004      -         -            -              -            -            -             -
Principal Accounting         2003      -         -            -              -            -            -             -
Officer,                     2002      -         -            -              -            -            -             -
Director
-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------
-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------
Ross Wilmot,                 2004   9,000*       -            -              -            -            -             -
Chief Executive Officer,     2003   16,307*      -            -              -            -            -             -
Chief Financial Officer      2002   9,471*       -            -              -            -            -             -
Director**

-------------------------- ------- ---------- -------- ---------------- ------------ ------------- ---------- ----------------`

* Ross Wilmot invoices the Company through his own management company, Cedarwoods Group for services rendered by him to the Company. **Former CEO,CFO and director.


18

---

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The following table sets forth certain information concerning the ownership of the Companys common stock as of December 12, 2005, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Companys common stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of December 12, 2005, there were 40,071,815 shares of common stock issued and outstanding.


`------------------------------------------------------------------------------------------------------------------
 Title of Class          Name and Address           Nature of Ownership    Number of Shares       % of Class
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
     Common      Nora Coccaro, CEO, CFO,                   Legal                  0                   0
                 principal accounting officer and
                 director
                 2610 - 1066 West Hastings Street
                 Vancouver, British Columbia,
                 Canada
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
     Common      Ross Wilmot, former chief
                 executive officer, chief
                 financial officer, principal
                 accounting officer and  director                                       0             0
                 2610 - 1066 West Hastings Street          Legal
                 Vancouver, British Columbia,
                 Canada
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
     Common      Shafiq Nazerali                           Legal              10,410,462             26.0
                 2610 - 1066 West Hastings Street
                 Vancouver, British Columbia,
                 Canada
------------------------------------------------------------------------------------------------------------------
   -----------------------------------------------------------------------------------------------------------------
   All executive officers and directors as a group(1)         Legal                  0                   0
   -----------------------------------------------------------------------------------------------------------------`

---

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




On September 30, 2003 the Company authorized the issuance of 2,250,000 shares of common stock to Shafiq Nazerali in exchange for debt settlement in the amount of $45,000 incurred as the result of consulting services rendered pursuant to the terms of a debt settlement agreement, relying on exemptions provided by Section 4(2) and Regulation S of the Securities Act.





On September 30, 2003 the Company authorized the issuance of 1,062,500 shares of common stock to Zmax Capital Corp. in exchange for debt settlement in the amount of $21,250 incurred as the result of office space provided to the Company pursuant to the terms of a debt settlement agreement, relying on exemptions provided by Section 4(2) and Regulation S of the Securities Act.




On January 1, 1998, the Company entered into a consulting agreement with Cedarwoods Group, a consulting company owned by Mr. Wilmot. The agreement had an initial term of one year and automatically renews unless cancelled by either party on 30 days notice. Under the terms of the agreement, Mr. Wilmot provides consulting services as required for which he is compensated at the rate of $40 per hour for services rendered.





ITEM 13. EXHIBITS




Exhibits required by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 22 of this Form 10-KSB/A, which is incorporated herein by reference.


19

---

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fees

Jones Simkins, P.C. provided audit services to the Company in connection with its annual report for the fiscal years ended December 31, 2004 and 2003. The aggregate fees billed by Jones Simkins, P.C. for the audit of the Companys annual financial statements and a review of the Companys quarterly financial statements for 2004 was $5,000 and for the 2003 audit was $10,158.


Audit Related Fees

Jones Simkins, P.C. billed to the Company no fees in each of 2004 and 2003 for professional services that are reasonably related to the audit or review of the Companys financial statements that are not disclosed in Audit Fees above.


Tax Fees




All Other Fees




Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to the Company by Jones Simkins, P.C. as detailed above, were pre-approved by the Companys board of directors. Jones Simkins, P.C. performed all work only with their permanent full time employees.


20

---

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 12th day of December 2005.


ASP Ventures Corp.

/s/ Nora Coccaro

Nora Coccaro

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

`---------------------------------------- ---------------------------------------------- ----------------------------
Signature                                Title                                          Date
---------------------------------------- ---------------------------------------------- ----------------------------
---------------------------------------- ---------------------------------------------- ----------------------------

/s/ Nora Coccaro
Nora Coccaro                                               Director                          December 12, 2005
---------------------------------------- ---------------------------------------------- ----------------------------`

---

### 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                                                      

---