UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

/ X /    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934

For the year ended December 31, 2000

/   /    TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

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 of other jurisdiction
of incorporation or organization)                                  
|                                                                                                        
|1177 West Hastings Street, #1818, Vancouver, BC,
Canada V6E 2K3
(Address of principal executive officer)
|                                                                                                        
|(604) 602-1717
(Issuer's telephone number)                                                              
|                                                                                                        
|Securities registered under Section 12(b) of the Exchange Act:                                          
|                                                                                                        
|Title of Each Class                                                                                     
|Common Stock, $0.001 Par Value                                                                          



Check whether the issuer (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. Yes  X   No



Check if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the issuer'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  (  ).

The issuer's revenues for its most recent fiscal year were $280.

---

The aggregate market value of the issuer's voting stock held
as of December 31, 2000 by non-affiliates of the issuer, based upon the closing
sale price on that date, was approximately $2,179,688 based upon the quoted
price on that date.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.

Yes  X  No

APPLICABLE ONLY TO CORPORATE ISSUERS



The number of shares outstanding of the issuer's common equity, as of the
latest practicable date:
3,150,000 as of December 31, 2000

Transitional Small Business Disclosure Format (check one ):  Yes  
  No  X

---

ASP VENTURES CORP.

FORM 10-KSB

TABLE OF CONTENTS

|ITEM 1.    | DESCRIPTION OF BUSINESS                                                                                        | 1
|---------- | -------------------------------------------------------------------------------------------------------------- | -
|ITEM 2.    | DESCRIPTION OF PROPERTY                                                                                        | 2
|ITEM 3.    | LEGAL PROCEEDINGS                                                                                              | 2
|ITEM 4.    | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS                                                            | 2
|ITEM 5.    | MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS                                             | 3
|ITEM 6.    | PLAN OF OPERATIONS                                                                                             | 4
|ITEM 7.    | FINANCIAL STATEMENTS                                                                                           | 4
|ITEM 8.    | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE                           | 4
|ITEM 9.    | DIRECTORS, EXECUTIVES, OFFICERS, PROMOTERS, CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT | 5
|ITEM 10.   | EXECUTIVE COMPENSATION                                                                                         | 6
|ITEM 11.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT                                                 | 7
|ITEM 12.   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                 | 8
|ITEM 13.   | EXHIBITS, LIST AND REPORTS ON FORM 10-KSB                                                                      | 8
|SIGNATURES | 9                                                                                                             

---

PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Business Development.

ASP Ventures Corp. was originally incorporated under the laws of the State of
Florida on March 23, 1989 under the name of "Airsupport Services Corp."  On May
15, 1998, we amended our Articles of Incorporation to, among other things,
change our name to "ASP Ventures Corp."

Business of ASP Ventures Corp.

We are a development stage company and are not presently engaged in any
business. Accordingly, the auditor's report on our financial statements notes
that we will need additional financing or future profitability to continue as a
going concern.  Since our formation, we have explored entering into various
businesses but have not commenced operations in any business. The businesses
which we have explored include the following:

- From March 23, 1989 until December 31, 1989 we explored
the possibility of
providing support services to airlines. On December 31, 1989, our Board of
Directors determined that providing support services to airlines was not a
viable business opportunity and that we should cease looking for airline support
businesses to acquire until the board determined otherwise. We became dormant
until 1998;
- On May 15, 1998, our corporate status was revived.  From
May 15, 1998 until
February 1999, our Board of Directors again sought potential businesses to
acquire. In anticipation of becoming involved in another line of  business, we
changed our name to ASP Ventures Corp.;
- In February 1999, we began exploring the business of
manufacturing
lightweight concrete additives.  On June 5, 1999, we entered into a binding
memorandum of agreement to acquire a minimum of 69.64% of the outstanding common
stock of Felco Holding Zug AG, a Swiss manufacturer of lightweight concrete
additives, in exchange for 3 million shares of our common stock and 350,000
Swiss Francs.  The memorandum of agreement also provided that Felco's
controlling shareholders would assign or exclusively license their interests in
certain intellectual property and technical processes to Felco, and that we
would loan Felco 400,000 Swiss Francs (approximately US$251,572) to be used as
working capital. We advanced $132,231 to Felco following the execution of the
agreement.  Shortly thereafter, we terminated the transaction because of we were
not able to satisfy ourselves concerning the valuation of Felco's intellectual
property and technical processes to be assigned or licensed to Felco under the
agreement.  We wrote off the $132,231 advanced to Felco as not collectible.  Our
management does not believe that we have incurred any liabilities as a result of
our termination of the memorandum of agreement with Felco.
- On September 21, 2000, we entered into a non-binding
letter of intent to acquire all of the issued and outstanding stock of Premier
ASP, Inc.  Through the proposed acquisition of

---

Premier ASP,
we intended to provide and manage
employee benefits plans and insurance programs.  We had planned to loan $300,000
to Premier ASP for use as working capital pending our review of Premier ASP's
due diligence materials.  We advanced $50,000 to Premier ASP in anticipation of
our acquisition.  We were, however, unable to complete due diligence of Premier
ASP to our satisfaction and our letter of intent was terminated in January 2001.
The $50,000 loan receivable from Premier ASP was written off.

On March 5, 2001, we entered into a non-binding
Memorandum of Understanding
to purchase all of the issued and outstanding stock of Promerita, Inc., a
company listed on the OTC Bulletin Board.   Promerita is in the healthcare
supply industry, operating an internet exchange for the sale of medical and
ophthalmic supplies to businesses.  The Memorandum of Understanding with
Promerita is contingent upon several factors, including obtaining the approval
of Promerita's shareholders, obtaining the approval of our shareholders,
satisfactorily completing our due diligence review, and agreement on definitive
contractual documents.  If we are successful in acquiring Promerita, we will be
in the healthcare and ophthalmic supply business.

Reports to Securities Holders



We are a publicly reporting company, filing reports with the Securities and
Exchange Commission ("SEC") as required by Sections 13 an 15 of the Securities
Exchange Act.



A copy of the materials which we have filed with the SEC may be obtained and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Information on the Public Reference Room may be obtained by calling
the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at the site
http://www.sec.gov.



ITEM 2.   DESCRIPTION OF PROPERTY



We do not own any real estate, nor invest in any real estate securities.  We
have no office facilities or real property holdings.  We currently use office
space in Vancouver, British Columbia belonging to our corporate President.



ITEM 3.   LEGAL PROCEEDINGS



There are no pending legal proceedings to which we, our director, or our officer
are a party. We have no knowledge of any pending legal proceedings to which
parties owning 5% of our common stock are a party.  We do not know of any legal
proceedings contemplated or threatened by or against us.



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



No matter was submitted to a vote of security holders, through the solicitation
of proxies

---

or  otherwise, during the quarter ended December 31,
2000.



PART II



ITEM 5.   MARKET FOR COMPANY'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

Market Information.  From May 29, 1998 to September 1, 1999, our
common stock was traded on the OTC Bulletin Board under the symbol "APVE".  Our
common stock was removed from the OTC Bulletin Board on September 1, 1999
because we had not then registered with the SEC and therefore did not meet the
eligibility requirements for OTC Bulletin Board listing.  Upon removal from the
OTC Bulletin Board, our common stock was listed in the "Pink Sheets"
of the National Quotation Bureau, LLC.  In September 2000, our common stock
became re-listed on the OTC Bulletin Board under the symbol
"APVE".

The following table sets forth for the periods indicated the high and low bid
prices for the common stock as reported each quarterly period within the last
two fiscal years on the OTC Bulletin Board and the "Pink Sheets".  The
prices are inter-dealer prices, do not include retail mark up, mark down or
commission and may not necessarily represent actual transactions.



|OTC BULLETIN BOARD AND "PINK SHEETS"
|------------------------------------
|                                    
|FISCAL QUARTER                      
|5/29/98*-6/30/98                    
|7/1/98-9/30/98                      
|10/1/98-12/31/98                    
|1/1/99-3/31/99                      
|4/1/99-6/30/99                      
|7/1/99-8/31/00                      
|9/1/00***-9/30/00                   
|10/1/00-12/31/00                    

*ASP's stock became listed on the OTC Bulletin Board May
29, 1998.
**ASP's stock became listed on the "Pink Sheets" on September 1,
1999.
***ASP's stock became re-listed on the OTC Bulletin Board September 1, 2000.



Holders.  As of December 31, 2000, we had approximately 6
shareholders of record and 3,150,000 shares of common stock outstanding.

Dividends.  During the last two years, we have not paid any dividends and
we do not anticipate paying any cash dividends in the foreseeable future.
Although it is our intention to utilize all available funds for the development
of our business, no restrictions are in place which would limit or restrict our
ability to pay dividends.



Recent Sales of Unregistered Securities.  We made no sales of
unregistered securities during the fiscal year ended December 31, 2000.

---

ITEM 6.   PLAN OF OPERATION.

We are not currently engaged in any business.  Pursuant to a non-binding
memorandum of understanding, we intend to acquire 100% of the issued and
outstanding stock of Promerita Inc.  Promerita provides specialty healthcare
supplies to ophthalmologists and other ophthalmic healthcare providers.  Through
its online "Ophthalmic Exchange," Promerita seeks to supply ophthalmic
healthcare providers with a fast and efficient method to order specialty
surgical supplies through the internet.  By establishing relationships with
various medical supply manufacturers, Promerita's exchange allows healthcare
providers to purchase and track delivery of the supplies they need for LASIK,
cataract surgery, and other state-of-the-art procedures.  Promerita's goal is to
create an online "one stop shop" for ophthalmic healthcare providers
who now deal directly with several manufacturers or suppliers.

The non-binding memorandum of understanding with Promerita contemplates our
issuing approximately 10 million shares of our common stock for all of the
outstanding Promerita shares, thereby making Promerita our wholly owned
subsidiary.  The number of shares to be issued is subject to adjustment based
upon an independent valuation acceptable to both ASP and Promerita's
shareholders.  The Promerita acquisition will not be consummated unless a number
of contingencies are satisfied.  These contingencies include our obtaining a
valuation satisfactory to us and Promerita's shareholders, and approval by our
shareholders and Promerita's shareholders.  Our acquisition of Promerita is also
dependant upon the completion of our due diligence and agreement of the parties
on final documentation and terms.  If we are successful in acquiring Promerita,
we will be in the healthcare supply industry and continue to develop Promerita's
business.

There can be no assurance that we will be able to consummate the above described
transaction.  If the acquisition of Promerita is not completed, we intend to
seek other potential acquisition targets.

If we require additional capital in connection with our acquisition of
Promerita, we plan to raise such additional funds through the private placement
of common stock.

ITEM 7.   FINANCIAL STATEMENTS

Our financial statements, as indexed in Item 13, are to be attached to this
filing and incorporated herein by reference.

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

Barry L. Friedman, P.C., 1582 Tulita Drive, Las Vegas, Nevada 89123, reported
upon our financial statements for the period from our inception on March 23,1989
through May 15,1999.  On April 20, 1999, we engaged Deloitte & Touche as our
principal independent accountants in anticipation of preparing our registration
statement on Form 10-SB. There were no disagreements with our former accountant,
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which if not
resolved would have caused our former accountant to make reference to the
subject

---

matter of the disagreement(s) in connection with its
report.

Our decision to use Deloitte & Touche was approved by our Board of
Directors.

PART III.

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



Our current directors and officers, who will serve until our next annual
meeting, or until their successors are elected or appointed and qualified, are
as follows:

|NAME                 | AGE | YEAR ELECTED | OFFICE HELD            
|-------------------- | --- | ------------ | -----------------------
|                     |     |              |                        
|Ross Wilmot          | 57  | 1999         | President              
|G.W. Norman Wareham* | 48  | 1999         | Treasurer and Secretary

*  G.W. Norman Wareham resigned his service as
Director and as
our Treasurer and Secretary  effective March 30, 2000.  Mr. Wareham's
resignation was accepted by our remaining sole Director.

Ross Wilmot - Mr. Wilmot has served as a director and
our President
since April 20, 1999.  Mr. Wilmot is a Chartered Accountant.  In addition, he
serves in the following capacities of other companies:  Vice-President, Finance
and Director of Intacta Technologies Inc. (from March 23, 1999 to present);
Director and Vice-President, Finance of Multivision Communications Corp. (from
August 1995 to present); Vice-President, Finance of CTF Technologies Inc. (from
July 1996 to present); Vice-President, Finance (from June 1996 to present) and
Director (February 1997 to present) of Botex Industries Corp.; Secretary and
Director of Paloma Ventures Ltd. (from April 1996 to present); and
Vice-President of Finance of Plata Minerals Corp. (from January 1995 to
present).

G.W. Norman Wareham - Mr. Wareham served as a director
and our
Secretary and Treasurer from April 20, 1999 until March 30, 2000.  Wareham has
served, or is currently serving, on the board of directors or as an officer for
several companies including Cybernet Internet Services International, Inc., ZMAX
Corporation, Aquaplan, British Brasses, Solar Energy, Viper Resources and
WattMonitor. Mr. Wareham has been the president of Wareham Management Ltd. since
May 1996.  Mr. Wareham has been a director of two Canadian public companies,
Anthian Resources and Orko Gold. From June 1995 to January 1996, Mr. Wareham was
an accountant with the certified general accounting firm of Wanzel, Sigmund
& Overes. From April 1993 to February 1995, Mr. Wareham served as President
and Chief Executive Officer of Transatlantic Financial, a private investment
banking company. From August 1986 to March 1993, Mr. Wareham was a proprietor of
Wareham & Company, providing accounting and management consulting
services.

We have no other officers or employees and no family
relationship exists among our directors and executive officers.

---

No legal proceedings have been instituted in the previous
five years against our current or former directors and officers, Messrs. Wilmot
and Wareham. We have no knowledge of any legal proceedings against any
predecessor director, officer or promoter.

Compliance With Section 16(a) Of The Securities Exchange Act Of
1934.

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
with the exchange on which the Company's securities are traded. Such reporting
persons are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms so filed.

We are not aware of any failure by an officer, director or beneficial owner of
more than 10% of the Company's common stock to file timely with the Securities
and Exchange Commission any Forms 3, 4 or 5 relating to the fiscal year ended
December 31, 2000.



ITEM 10.   EXECUTIVE COMPENSATION



Compensation Generally. Our officers and directors are not paid any
salary or other direct compensation.  Both of our officers bill us through their
respective management companies for the services they provide.  Cedarwoods Group
bills us $2,500 per month for the services of Mr. Wilmot and Wareham Management
Ltd. bills us $3,210 per month for the services of Mr. Wareham.



Summary Compensation Table. The following table sets forth certain
summary information concerning the compensation paid to our officers and
directors for the fiscal year ended December 31, 2000.



|SUMMARY COMPENSATION TABLE                            
|------------------------------------------------------
|Name and Principal Position                           
|Ross Wilmot
President and Director                    
|G.W. Norman Wareham,
Secretary, Treasurer and Director

*  These amounts were billed by Cedarwoods Group and Wareham
Management Ltd. for services provided by Mr. Wilmot and Mr. Wareham as rates
referenced under the Compensation

---

Generally section above.  As of December 31,
2000, we paid $28,520 and accrued $40,000 as a liability.

Option/SAR Grants. We have not granted any options or
stock appreciation rights to our officers or directors during the last fiscal
year.



Aggregate Option/SAR Exercises. No stock options or
stock appreciation rights have been exercised in the last fiscal year.



Long Term Incentive Plan Awards. No long term
incentive plans have been awarded.



Compensation of Directors. No direct compensation to
our directors was paid or authorized by our board of directors during the fiscal
year ended December 31, 2000.



Employment Contracts And Termination Of Employment. We
have not entered any employment contracts.  No compensation plan or arrangement
exists which provide for compensation in the event of a termination or
resignation of our president.



Report on Repricing of Options/SARS. No options or stock
appreciation rights have been granted to our directors or officers.



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT



Security Ownership Of Certain Beneficial Owners.  The
following table provides information regarding record owners of at least five
percent of our outstanding common stock:

|TITLE OF CLASS | NAME AND ADDRESS                                                                              | NUMBER OF SHARES OWNEDAS OF DECEMBER 31, 2000 | % 0F CLASS
|-------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------- | ----------
|Common         | Terra Healthy Living Ltd.
Pasea Estate
P.O. Box 958
Road Town, Tortola
British Virgin Islands | 300,000                                       | 9.5       
|Common         | Triple Tree Venture
CIBC House
Rue du Pre 2-3 St. Pete
Guernsey, Channel Islands, GY1 3       | 300,000                                       | 9.5       
|Common         | VTZ
P.O. Box 6139
CH-8023 Zurich
Switzerland                                                  | 300,000                                       | 9.5       

Security Ownership of Management.  The following table
provides information regarding the security ownership of our management.

---

|TITLE OF CLASS | NAME AND ADDRESS                                                            | NUMBER OF SHARES OWNEDAS OF DECEMBER 31, 2000 | % 0F CLASS
|-------------- | --------------------------------------------------------------------------- | --------------------------------------------- | ----------
|N/A            | Ross Wilmot
1177 West Hastings Street
#1818
Vancouver, BC
Canada, V6E 2K3   | 0                                             | 0         
|N/A            | G.W. Norman Wareham
1177 West Hastings Street
Vancouver, BC
Canada, V6E 2K3 | 0                                             | 0         

Change in Control.  Other than as described under Item
6. Plan of Operations above, no arrangements presently exist which would result
in a change in control.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended December 31, 2000, we accrued $30,000 in management
fees to the Cedarwoods Group, a company controlled by our president, Mr. Ross
Wilmot, for services provided. We also incurred $38,520 in management fees to
Wareham Management, Ltd., a company controlled by our secretary and treasurer,
Mr. G.W. Norman Wareham, for services provided.  Payment of these management
fees was approved by our board of directors.



ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 10-KSB

|F-1     | Audited Financial Statements as of December 31, 2000, including
audited balance sheet, and audited statements of income, cash flows, and changes
in stockholders' equity.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a) | Articles of Incorporation of Airsupport Services Corp.
(incorporated by reference to the Form 10-SB filed on December 21,
1999)                                          
|(b)     | Amendment to Articles of Incorporation of Airsupport
Services
Corp., dated February 20, 1998. (incorporated by reference to the Form 10-SB
filed on December 21, 1999)   
|3(ii)   | Bylaws. (incorporated by reference in the Form 10-SB filed
on December 21, 1999)                                                                                         

---

SIGNATURES

In accordance with the requirements of the Securities
Exchange Act of 1934, the issuer caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                      | ASP VENTURES CORP.                    
|--------------------- | --------------------------------------
|                      |                                       
|                      |                                       
|Date:  April 17, 2001 | /s/ Ross Wilmot
Ross Wilmot, President

---

Auditors' Report

To the Shareholders and Directors of
ASP Ventures Corp.



We have audited the balance sheets of ASP Ventures Corp. as
at December 31, 2000 and 1999 and the statements of loss and deficit and cash
flows for each of the years in the three year period ended December 31, 2000.
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.



With respect to the consolidated financial statements for the
year ended December 31, 2000, we conducted our audit in accordance with auditing
standards generally accepted in the United States of America, and with respect
to the consolidated financial statements for the years ended December 31, 1999
and 1998 we conducted our audit in accordance with Canadian generally accepted
auditing standards.  Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.



In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2000 and 1999 and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2000 in accordance with
accounting principles generally accepted in the United States of America.



The accompanying financial statements for the year ended
December 31, 2000 have been prepared assuming that the Company will continue as
a going concern.  As discussed in Note 1 to the financial statements, the
Company's recurring losses from operations raise substantial doubt about its
ability to continue as a going concern.  Management's plans concerning these
matters are also disclosed in Note 1.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche
Chartered Accountants
Vancouver, British Columbia
March 16, 2001

---

|ASP VENTURES CORP.
Balance Sheet
(Expressed in United States Dollars)
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|                                                                     
|ASSETS                                                               
|CURRENT                                                              
|                                                                     

---

|Total assets | $ | 446 |  | $ | 7,754 | 
|------------ | - | --- |  | - | ----- | 

---

|            |                                                |   |         |  |   |       
|----------- | ---------------------------------------------- | - | ------- |  | - | ------
|LIABILITIES |                                                |   |         |  |   |       
|CURRENT     |                                                |   |         |  |   |       
|            | Accounts payable and other accrued liabilities | $ | 166,830 |  | $ | 62,620
|            | Accrued interest payable                       |   | 2,469   |  |   | -     
|            | Notes payable (Note 3)                         |   | 110,843 |  |   | -     

---

|Total liabilities |  | 280,142 |  |  | 62,620 | 
|----------------- |  | ------- |  |  | ------ | 

---

|                                    |                                                                                                                |          |       |  |          |      
|----------------------------------- | -------------------------------------------------------------------------------------------------------------- | -------- | ----- |  | -------- | -----
|DEFICIENCY IN SHAREHOLDERS' EQUITY  |                                                                                                                |          |       | 
|Share capital (Note 4)              |                                                                                                                |          |       |  |          |      
|                                    | Authorized - 50,000,000 common shares, $0.001 par 
  value
Issued - 3,150,000 common shares (1999 - 3,000,000) |          | 3,150 |  |          | 3,000
|Additional paid in capital (Note 4) |                                                                                                                | 464,850  |       |  | 390,000  |      
|Deficit                             |                                                                                                                | (747,696 | )     |  | (447,866 | )    

---

|Total deficiency in shareholders' equity |  | (279,696 | ) |  | (54,866 | )
|---------------------------------------- |  | -------- | - |  | ------- | -

---

|Total liabilities and deficiency in shareholders equity | $ | 466 |  | $ | 7,754 | 
|------------------------------------------------------- | - | --- |  | - | ----- | 

---

GOING CONCERN (Note 1)

APPROVED BY THE BOARD

(Signed) Ross Wilmot

---

---

|ASP VENTURES CORP.
Statement of Loss and Deficit
(Expressed in United States Dollars)
|-------------------------------------------------------------------------------------
|                                                                                     
|                                                                                     
|REVENUE                                                                              
|                                                                                     

---

|         |                             |  |        |  |  |         |  |  |       | 
|-------- | --------------------------- |  | ------ |  |  | ------- |  |  | ----- | 
|EXPENSES |                             |  |        |  |  |         |  |  |      
|         | Accounting                  |  | 12,565 |  |  | 5,907   |  |  | 2,500 | 
|         | Bank charges                |  | 477    |  |  | 997     |  |  | -     | 
|         | Consulting                  |  | 80,070 |  |  | 125,894 |  |  | -     | 
|         | Courier                     |  | -      |  |  | 49      |  |  | -     | 
|         | Entertainment               |  | 2,219  |  |  | 3,875   |  |  | -     | 
|         | Filing fees                 |  | 5,754  |  |  | 2,454   |  |  | -     | 
|         | Finance fees                |  | 1,512  |  |  | -       |  |  | -     | 
|         | Interest expense            |  | 2,469  |  |  | -       |  |  | -     | 
|         | Legal                       |  | 66,194 |  |  | 104,488 |  |  | -     | 
|         | Office                      |  | 4,165  |  |  | 1,849   |  |  | -     | 
|         | Press releases              |  | 1,125  |  |  | -       |  |  | -     | 
|         | Management fees             |  | 68,520 |  |  | 50,495  |  |  | -     | 
|         | Provision for doubtful debt |  | 50,000 |  |  | 132,231 |  |  | -     | 
|         | Rent                        |  | -      |  |  | 8,739   |  |  | -     | 
|         | Transfer agent              |  | 1,190  |  |  | 1,030   |  |  | -     | 
|         | Travel                      |  | 3,850  |  |  | 6,422   |  |  | -     | 

---

| |  |  | 300,110 |  |  | 444,430 |  |  | 2,500 | 
| |  |  | ------- |  |  | ------- |  |  | ----- | 

---

|NET LOSS                   |  | (299,830 | ) |  | (444,430 | ) |  | (2,500 | )
|-------------------------- |  | -------- | - |  | -------- | - |  | ------ | -
|DEFICIT, BEGINNING OF YEAR |  | (447,866 | ) |  | (7,500   | ) |  | (5,000 | )

---

|DEFICIT, END OF YEAR | $ | 747,696 | ) | $ | 447,866 | ) | $ | (7,500 | )
|-------------------- | - | ------- | - | - | ------- | - | - | ------ | -

---

|                     |   |       |   |   |       |   |   |   | 
|-------------------- | - | ----- | - | - | ----- | - | - | - | 
|BASIC LOSS PER SHARE | $ | (0.10 | ) | $ | (0.16 | ) | $ | - | 

---

|Weighted average number of shares outstanding |  | 3,005,342 |  |  | 2,669,726 |  |  | 1,000,000 | 
|--------------------------------------------- |  | --------- |  |  | --------- |  |  | --------- | 

---

|ASP VENTURES CORP.
Statement of Cash Flows
(Expressed in United States Dollars)
|-------------------------------------------------------------------------------
|                                                                               
|                                                                               
|OPERATING ACTIVITIES                                                           
|                                                                               
|                                                                               
|                                                                               
|                                                                               

---

|Total operating activities |  | (118,151 | ) |  | (380,246 | ) |  | - | 
|-------------------------- |  | -------- | - |  | -------- | - |  | - | 

---

|                     |                      |  |         |  |  |         |   |  |   | 
|-------------------- | -------------------- |  | ------- |  |  | ------- | - |  | - | 
|FINANCING ACTIVITIES |                      |  |         |  |  |         |   |  |  
|                     | Notes payable        |  | 110,843 |  |  | -       |   |  | - | 
|                     | Capital stock issued |  | -       |  |  | 400,000 |   |  | - | 
|                     | Share issue costs    |  | -       |  |  | (12,000 | ) |  | - | 

---

|Total financing activities |  | 110,843 |  |  | 388,000 |  |  | - | 
|-------------------------- |  | ------- |  |  | ------- |  |  | - | 

---

|(DECREASE) INCREASE IN CASH      |  | (7,308 | ) |  | 7,754 |  |  | - | 
|-------------------------------- |  | ------ | - |  | ----- |  |  | - | 
|CASH POSITION, BEGINNING OF YEAR |  | 7,754  |   |  | -     |  |  | - | 

---

|CASH POSITION, END OF YEAR | $ | 446 |  | $ | 7,754 |  | $ | - | 
|-------------------------- | - | --- |  | - | ----- |  | - | - | 

---

|                                               |   |        |  |   |   |  |   |   | 
|---------------------------------------------- | - | ------ |  | - | - |  | - | - | 
|Non-cash investing and financing transactions: |   |        |  |   |   |  |   |   | 
|Shares issued for debt settlement (Note 4(i))  | $ | 75,000 |  | $ | - |  | $ | - | 

---

---

1.       GOING
CONCERN



The Company was incorporated under the laws of the State of
Florida on March 23, 1989, as Air Support Services, Corp.  On May 15, 1998, the
company changed its name to ASP Ventures Corp.



Since inception, the Company has incurred cumulative losses
of $747,696, has a working capital deficiency of $279,696 and a deficiency in
shareholders' equity of $279,696.  The Company cannot meet its obligations as
they became due without additional funds being invested.  These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the normal course of
business.



The Company's ability to meet its obligations and maintain
its operations is contingent upon several factors, including the acquisition of
a business which would lead to profitable operations, successful completion of
additional financing arrangements, the continuing support of its creditors
and/or the completion of a business combination with a company which would
assist in obtaining necessary financing.  Management of the Company plans to
complete a business combination (Note 7) and raise funds through an equity
offering to address the going concern uncertainty.



2.       SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of
America.



(a)     Use of
estimates

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 at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting periods.  Actual results may differ
from those estimates.



(b)     Cash



Cash consists of cash on hand, deposits in banks and highly
liquid investments with an original maturity, at the date of purchase, of ninety
days or less.

---

---

2.       SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



(c)     Loss per common share



The loss per common share is calculated based on the weighted
average number of shares outstanding during the year.



(d)     Income taxes



Income taxes are reported under Statement of Financial
Accounting Standards No. 109 and, accordingly, deferred income taxes are
recognized using the asset and liability method whereby deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and operating loss and tax
credit carryforwards.  Valuation allowances are provided if, after considering
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.



(e)     Recent pronouncements



In June 1998 the Financial Accounting Standards Board issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, which standardizes the accounting for derivative instruments.
SFAS No. 133 is effective for the first fiscal quarter of 2001.  The Company
does not engage in hedging activities or invest in derivative instruments;
therefore, the adoption of SFAS No. 133 will not have a material effect on the
Company's financial statements.



In March 2000, FASB issued FASB Interpretation No. 44
("FIN No. 44"), Accounting for Certain Transactions Involving Stock
Compensation.  The Company was required to adopt FIN No. 44 effective July
1, 2000 with respect to certain provisions applicable to, amongst other things,
new awards, modifications to outstanding awards and changes to grantee status
that occur on or after that date.  FIN No. 44 also addresses practice issues
related to the application of APB Opinion No. 25.  The Company has determined
that the application of FIN No. 44 did not have a material effect on its
consolidated financial statements.



In December 1999, the staff of the Securities and Exchange
Commission released Staff Accounting Bulleting 101 ("SAB 101"),
Revenue Recognition, to provide guidance on the recognition, presentation
and disclosure of revenues in financial statements.  SAB 101 has no effect on
the Company's financial statements as the Company has no operating revenue.

---

---

3.       NOTES
PAYABLE



|              |  |                  |  |                    |  |  | 2000 |  | 1999
|------------- |  | ---------------- |  | ------------------ |  |  | ---- |  | ----
|              |  |                  |  |                    |  |  |      |  |     
|Notes payable |  | $        110,843 |  | $          
     -

---



During the year, companies controlled by directors advanced
funds under notes that are payable on demand.  The notes bear interest at 6% per
annum.

4.       SHARE
CAPITAL



Issued

|                                                      | Common Stock |   | Additional
paid-in 
capital |   |   | Total |  
|----------------------------------------------------- | ------------ | - | --------------------------- | - | - | ----- | -
|                                                      | Shares       |   | Amount                      |   |   |       |  
|Balance, December 31, 1995, 
  1996, 1997             | 5,000        | $ | 5,000                       |   | $ | -     |  
|Change of par value of shares 
  from $1.00 to $0.001 | -            |   | (4,995                      | ) |   | 4,995 |  
|Subdivision (Note 3(iii))                             | 995,000      |   | 995                         |   |   | (995  | )

---

|Balance, December 31, 1998 | 1,000,000 |  | 1,000 |  |  | 4,000   |  |  | 5,000   | 
|-------------------------- | --------- |  | ----- |  |  | ------- |  |  | ------- | 
|Private placement          | 2,000,000 |  | 2,000 |  |  | 386,000 |  |  | 388,000 | 

---

|Balance, December 31, 1999            | 3,000,000 |  | 3,000 |  |  | 390,000 |  |  | 393,000 | 
|------------------------------------- | --------- |  | ----- |  |  | ------- |  |  | ------- | 
|Settlement of consulting fees 
  owed | 150,000   |  | 150   |  |  | 74,850  |  |  | 75,000  | 

---

|Balance, December 31, 2000 | 3,150,000 | $ | 3,510 |  | $ | 464,850 |  | $ | 468,000 | 
|-------------------------- | --------- | - | ----- |  | - | ------- |  | - | ------- | 

---

(i)  During the year ended December
31, 2000, the Company issued 150,000 common shares at $0.50 per share in
settlement of $75,000 of accounts payable.



(ii)  During the year ended December 31, 1999, the
Company issued 2,000,000 common shares at $0.20 per share for gross proceeds of
$400,000, less financing costs of $12,000.



(iii)  During the year ended December 31, 1998, the
Company subdivided its common shares on a 200:1 basis, thereby increasing the
number of outstanding common shares to 1,000,000.

---

5.       INCOME
TAXES

The provision for income taxes has been calculated as
follows:

|                                                                         |                                                                  | 2000    |          |   | 1999    |         
|------------------------------------------------------------------------ | ---------------------------------------------------------------- | ------- | -------- | - | ------- | --------
|Recovery of income taxes at the United States
  statutory rates of 39.5% | $                                                                | 118,433 |          | $ | 173,945 |         
|Adjustments                                                              |                                                                  |         |          |   |         |         
|                                                                         | Tax losses not recognized in the period that
  the benefit arose |         | (117,994 | ) |         | (173,179
|Non-deductible items                                                     |                                                                  | (439    | )        |   | (766    | )       

---

| | $ | - |  | $ | - | 
| | - | - |  | - | - | 

---

Tax losses carried forward gave rise to the
following future income tax assets at the year end:



|                         |                                                    | 2000 |          |   | 1999 |         
|------------------------ | -------------------------------------------------- | ---- | -------- | - | ---- | --------
|Future income tax assets |                                                    |      |          |   |      |         
|                         | Tax losses carried forward                         | $    | 292,159  |   | $    | 174,167 
|                         | Valuation allowance for future income
  tax assets |      | (292,159 | ) |      | (174,167

---

| | $ | - |  | $ | - | 
| | - | - |  | - | - | 

---

At December 31, 2000, the Company had a loss
carryforward of $739,642 available for tax purposes which begin to expire in
2013.

6.       RELATED PARTY
TRANSACTIONS



Management fee paid or payable to directors amounted to
$68,520 (1999 - $50,495), of which $40,000 (1999 - $10,000) is included in
accrued liabilities.



Interest accrued on notes payable to companies controlled by
directors amounts to $2,469.

7.       SUBSEQUENT
EVENT



Subsequent to the year end, the Company entered into a
memorandum of understanding to acquire Promerita Inc., an ophthalmic surgical
supplies company.  No definitive agreements have been signed to date.