UNITED STATES SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
          FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION
          (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION
   [ X ] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal
year ended December 31, 2002.

   [ ] 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.
                               -------------------
                 (Name of Small Business Issuer in Its Charter)


             Florida                      98-0203918
             --------                     -----------
  (State or Other Jurisdiction of      (I.R.S. Employer
  Incorporation or Organization)      Identification No.)

                1177 West Hastings Street, Suite 1818 Vancouver,
                        British Columbia Canada V6E 2K3
                        (Address of Principal Executive
                              Offices) (Zip Code)

                                 (604) 602-1717
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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


       Title of Each Class         Name of each Exchange on Which Registered
       -------------------         ------------------------------------------
  Common Stock (0.001 par value)                      None

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.
                                    Yes    X                  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 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 [(Heart)].

The registrant's total revenues for the year ended December 31, 2002 were $0.

The aggregate market value of the registrant's common stock, (the only class of
voting stock), held by non-affiliates was approximately $231,653 based on the
average closing bid and asked prices for the common stock on March 31, 2003.

On March 31, 2003, the number of shares outstanding of the issuer's common
stock, $0.001 par value (the only class of voting stock), was 4,478,815.


                                       F-1

<PAGE>



                                                 TABLE OF CONTENTS

                                      PAGE
                                                       PART I
                                     PART I

Item 1. Description of Business3

Item 2. Description of Property6

Item 3. Legal Proceedings6



Item 4. Submission of Matters to a Vote of Security-Holders6


PART II
PART II
Item 5. Market for Common Equity and Related Stockholder Matters6

Item 6. Management's Discussion and Analysis or Plan of Operation8

Item 7. Financial Statements8

Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure9
<TABLE>
<CAPTION>
<S><C>

                                                     PART III

Item 9.       Directors and Executive Officers...................................................................10

Item 10.      Executive Compensation.............................................................................11

Item 11.      Security Ownership of Certain Beneficial Owners and Management.....................................12

Item 12.      Certain Relationships and Related Transactions.....................................................12

Item 13.      Exhibits, List and Reports on Form 8-K.............................................................12

Item 14.      Disclosures and Procedures.........................................................................12

Signature                                                                       14

Index to Exhibits                                                               16




<PAGE>



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. The
most recent of management's attempts to acquire an operating business was a
memorandum of understanding to acquire all the issued and outstanding shares of
Promerita, Inc., a health care supply business that operated an internet
exchange for the sale of medical and ophthalmic supplies. The memorandum of
understanding was terminated on June 11, 2001. The Company has since been
searching for a suitable business opportunity.

Selection of a Business

The Company has no current business. Our business plan is to seek one or more
suitable business combinations or acquisitions to create value for our
shareholders. We have no day-to-day operations at the present time. Our sole
officer and director devotes such time and attention as is required to the
affairs of the Company. Management has adopted a conservative policy of seeking
opportunities that they consider to be of exceptional quality. As a result of
that policy, the Company may have to wait some time before consummating a
suitable transaction. Management recognizes that the higher the standards it
imposes upon itself, the greater may be its competitive disadvantages when vying
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. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another.

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 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.


                                        3

<PAGE>



While the Company does not intend to rule out its consideration of any
particular business or industry segment, management has determined to focus its
principal interest in evaluating development stage companies in the electronic
commerce, high- technology, communication technologies, information services and
Internet industry segments.

We 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.

As part of our investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check reference 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


                                        4

<PAGE>



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.

We cannot anticipate the government regulations, if any, to which the Company
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.

Employees

The Company is a development stage company and currently has no employees. Our
executive officer devotes as much time to the affairs of the Company as he deems
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


                                        5

<PAGE>



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 our office is 1177 West Hastings
Street Suite 1818, Vancouver, British Columbia, Canada V6E 2K3. We do not
believe that we will need to obtain additional office space at any time in the
foreseeable future until we have acquired a suitable business opportunity.

ITEM 3.           LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.

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, 2002.


                                     PART II

             ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDE
                  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.

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.



                                        6

<PAGE>




YEAR           QUARTER ENDING                HIGH               LOW
-------------- ----------------------------- ------------------ ------------------
2002           March 31, 2002                $0.11              $0.10
-------------- ----------------------------- ------------------ ------------------
               June 30, 2002                 $0.15              $0.09
-------------- ----------------------------- ------------------ ------------------
               September 30, 2002            $0.12              $0.06
-------------- ----------------------------- ------------------ ------------------
               December 31, 2002             $0.07              $0.03
-------------- ----------------------------- ------------------ ------------------
2001           March 31, 2001                $1.06              $0.46
-------------- ----------------------------- ------------------ ------------------
               June 30, 2001                 $0.87              $0.25
-------------- ----------------------------- ------------------ ------------------
               September 30, 2001            $0.25              $0.10
-------------- ----------------------------- ------------------ ------------------
               December 31, 2001             $0.12              $0.06
-------------- ----------------------------- ------------------ ------------------

Record Holders

As of March 31, 2003, there were approximately 3 shareholders of record holding
a total of 4,478,815 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 our 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.

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.

RECENT SALES OF UNREGISTERED SECURITIES

On November 4, 2002, the Company authorized the issuance of 266,937 shares of
restricted common stock valued at $0.05 to International Portfolio Management
Ltd. in settlement of debt accrued as the result of administrative, bookkeeping,
and accounting services of $13,846.84. These shares were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933. 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 as a debt settlement; (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

<PAGE>



ITEM 6.           MANAGEMENT'S PLAN OF OPERATION

Plan of Operation

The Company's plan of operation for the coming year, as discussed above, 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.

Nonetheless, the Company has not yet entered into any agreement, nor does it
have any commitment to enter into or become engaged in any transaction, as of
the date of this filing.

Liquidity and Capital Resources

As of December 31, 2002, the Company had no significant assets. 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, 2003. The Company anticipates that its major shareholders will contribute
sufficient funds to satisfy the cash needs of the Company through calendar year
ending December 31, 2003. However, there can be no assurances to that effect, as
the Company has no revenues and the Company's need for capital may change
dramatically if it acquires an interest in a business opportunity during that
period. To reduce its outstanding liabilities, the Company successfully
converted debt of $13,846.84, representing services provided, to equity on
November 4, 2002. The Company has no future plans to raise additional capital
through private placements or public registration of its securities until a
merger or acquisition candidate is identified.

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.

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 $396,920 as of
December 31, 2002. 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.



The Company's financial statements for the fiscal year ended December 31, 2002,
are attached hereto as F-1 through F-12.






                                        8

<PAGE>




                               ASP VENTURES CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                           December 31, 2002 and 2001
























                                        9

                                     <PAGE>




                               ASP VENTURES CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                           December 31, 2002 and 2001
































                                                        10

<PAGE>




                               ASP VENTURES CORP.
                          (A Development Stage Company)
                     Years Ended December 31, 2002 and 2001

INDEX


                                                              Page

Report of Jones Simkins LLP                                   F-2

Report of Davidson & Company                                  F-3

Balance Sheets                                                F-4

Statements of Operations                                      F-5

Statements of Stockholders' Deficit                           F-6

Statements of Cash Flows                                      F-7

Notes to Financial Statements                                 F-8




                                                        11

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of ASP Ventures Corp.

We have audited the balance sheet of ASP Ventures Corp. (a development stage
company) as of December 31, 2002, and the related statements of operations,
stockholders' deficit, and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 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 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, 2002 and the results of its
operations and its cash flows for the year then ended and the cumulative amounts
since inception, in conformity with accounting principles generally accepted in
the United States of America.

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 a loss. 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 LLP
Logan, Utah
March 28, 2003


F-2

                                       F-2

<PAGE>




                               Davidson & Company

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of
ASP Ventures Corp.
(A Development Stage Company)


We have audited the accompanying balance sheet of ASP Ventures Corp. as at
December 31, 2001 and the related statements of operations, stockholders'
deficiency and cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 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
the 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 the Company as at December 31, 2001 and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles in the United States of America.

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, unless the Company attains further profitable operations
and/or obtains additional financing, there is substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regards
to these matters are discussed in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                           "DAVIDSON & COMPANY"
                                              Vancouver, Canada
                              Chartered Accountants
 February 27, 2002
 A Member of SC INTERNATIONAL

 1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                                      ----
                   Telephone (604) 687-0947 Fax (604) 687-6172




                                       F-3

<PAGE>





                                                    ASP VENTURES CORP.
                                              (A Development Stage Company)
                                                      BALANCE SHEETS

                                              December 31, 2002 and 2001


ASSETS                                                                                        2002                 2001

Current assets:
  Cash                                                                           $             984                1,030

     Total current assets                                                        $             984                1,030


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                          $         256,061              297,055
  Notes payable                                                                            141,843              115,843

     Total current liabilities                                                             397,904              412,898

Stockholders' deficit:
    Common stock, $.001 par value, 50,000,000 shares
      authorized, 4,478,815 and 3,150,000 shares issued                                      4,479                3,150
      and outstanding, respectively
    Additional paid-in capital                                                             630,976              464,850
    Deficit accumulated during the development stage                                   (1,032,375)            (879,868)

     Total stockholders' deficit                                                         (396,920)            (411,868)

     Total liabilities and stockholders' deficit                                 $             984                1,030



                                         See notes to Financial Statements





                                       F-4

<PAGE>





                                                    ASP VENTURES CORP.
                                              (A Development Stage Company)
                                                 STATEMENTS OF OPERATIONS
                                          Years Ended December 31, 2002 and 2001




                                                                                                                  Cumulative
                                                                             2002                  2001              Amounts
                                                                -----------------     -----------------    -----------------

Revenue                                                       $                   -                     -                    -

General and administrative costs                                          152,507               132,172            1,032,375
                                                                -----------------     -----------------    -----------------

               Loss before income taxes                                 (152,507)             (132,172)          (1,032,375)


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

               Net loss                                       $         (152,507)             (132,172)          (1,032,375)
                                                                -----------------     -----------------    -----------------


Loss per common share - basic and diluted                     $             (.04)                 (.04)
                                                                -----------------     -----------------


Weighted average common shares -
   basic and diluted                                                    3,963,000             3,150,000
                                                                -----------------     -----------------


                                         See notes to Financial Statements





                                                        F-5

<PAGE>





ASP VENTURES CORP. (A Developmental Stage Co
STATEMENTS OF STOCKHOLDERS' DEFICIT
May 15, 1998 ( Date of Inception) to December 31, 2002
                                                                                                  Deficit
                                                                                                  Accumulated
                                                                            Additional           During the
                                                    Common                     Paid-in          Development
                                                     Stock
                                                    Shares   Amount            Capital                Stage              Total

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 Development Stage Company)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002 and 2001

                                                                                                                   Cumulative
                                                                              2002                 2001               Amounts
Cash flows from operating activities:
  Net loss                                                     $         (152,507)            (132,172)           (1,032,375)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Stock compensation expense                                              13,847                     -               93,847
    Increase in accounts payable
       accrued expenses                                                    112,614              127,756               409,669

        Net cash used in operating activities                             (26,046)              (4,416)             (528,859)

Cash flows from investing activities:                                             -                    -                     -

Cash flows from financing activities:
  Proceeds from notes payable                                               26,000                5,000               141,843
  Issuance of common stock                                                        -                    -              388,000

        Net cash provided by financing activities                           26,000                5,000               529,843

        Net increase (decrease) in cash                                       (46)                  584                   984

Cash, beginning of period                                                    1,030                  446                      -

Cash, end of period                                            $               984                1,030                   984


                                         See notes to Financial Statements






                                       F-6

<PAGE>



                                ASP VENTURES CORP
                          (A Development State Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31,2002 and 2001


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 anti dilutive. The Company
does not have any stock options or warrants outstanding at December 31, 2002 and
2001.





                                       F-7

<PAGE>



                                ASP VENTURES CORP
                          (A Development State Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31,2002 and 2001


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

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.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

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

Certain amounts in the financial statements for 2001 have been reclassified to
conform with the current year presentation.

Note 2 - Going Concern

As of December 31, 2002, the Company's revenue generating activities are not in
place, and the Company has incurred a loss for the year then ended. 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 - Notes Payable

Notes payable consist of amounts due to financing companies. The notes bear
interest at 6% and are due on demand. Accrued interest on the notes were $7,880
and $6,669 at December 31, 2002 and 2001, respectively. The accrued interest is
included with accrued expenses on the balance sheet.





                                       F-8

<PAGE>



                                ASP VENTURES CORP
                          (A Development State Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31,2002 and 2001


Note 4 - Related Party Transactions

The Company had accounts payable to a company controlled by a director of the
Company of $2,608 and $33,060 at December 31, 2002 and 2001, respectively.

The Company incurred management fees to a company controlled by a director of
the Company of $9,471 and $7,703 during the years ended December 31, 2002 and
2001, respectively.

Also during the year ended December 31, 2001, the Company recognized $4,697 of
secretarial services and $9,630 of consulting fees to entities with common
officers and a former director.

Note 5 - 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
                                            ------------      ----
                                            2002              2001               Amounts
                                            ----              ----              ---------

Income tax benefit at statutory rate        $(51,000)         (44,000)          (348,000)
Change in valuation allowance                  51,000          44,000             348,000
                                    -       ---------         -------             -------

                                            $      -                -               -
                                             ===========      =========        ==========

Deferred tax assets are as follows at December 31:

                                            2002              2001
                                            ----              ----

Net operating loss carry forwards           $ 348,000         297,000
Valuation allowance                         (348,000)         (297,000)
                                            ---------         --------

                                            $        -                -
                                             =============    =============




                                       F-9

<PAGE>



                                ASP VENTURES CORP
                          (A Development State Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31,2002 and 2001


Note 5 - Income Taxes (continued)
---------------------

The Company has net operating loss carry forwards of approximately $1,025,000,
which begin to expire in the year 2013. The amount of net operating loss carry
forwards 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 carry forwards can be utilized.


Note 6 - Supplemental Cash Flow Information

During the year ended December 31, 2002, the Company issued 1,061,878 shares of
common stock in exchange for accounts payable of $153,608.

No amounts have been paid for interest or income taxes since inception of
development stage.


Note 7 - 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 8 - Recent Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146). This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002. Management does not expect the adoption of SFAS 146 to have a
significant impact on the financial position or results of operations of the
Company.





                                      F-10

<PAGE>



                                ASP VENTURES CORP
                          (A Development State Company)
                          NOTES TO FINANCIAL STATEMENTS
                            December 31,2002 and 2001


Note 8 - Recent Accounting Pronouncements (continued)
-----------------------------------------

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
145). This Statement changes the method for reporting gains on the
extinguishment of debt and eliminates an inconsistency between the required
accounting for sale- leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. Management
does not expect the adoption of SFAS 145 to have a significant impact on the
financial position or results of operations of the Company.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). This Statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. The statement is effective for fiscal years beginning
after June 15, 2002. Management does not expect the adoption of SFAS 143 to have
a significant impact on the financial position or results of operations of the
Company.





                                      F-11

<PAGE>



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

On March 18, 2003, ASP Ventures Corp. ("Company") terminated its relationship
with Davidson & Company ("Davidson"), the principal accountant previously
engaged to audit the Company's financial statements and retained Jones Simkins
LLP ("Jones") as the principal accountants to replace Davidson. The Company's
board of directors approved the change of accountants from Davidson to Jones.

The audit reports of Davidson on the Company's financial statements for the
fiscal year ending December 31, 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except such reports were modified to
include an explanatory paragraph for a going concern uncertainty.

In connection with the audits of the fiscal year ending December 31, 2001
including the subsequent interim periods since engagement through March 18,
2003, the date of termination, the Company had no disagreements with Davidson
with respect to accounting or auditing issues of the type discussed in Item
304(a)(iv) of Regulation S-B. Had there been any disagreements that were not
resolved to their satisfaction, such disagreements would have caused Davidson to
make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as
defined in Item 304(a)(1)(iv) of Regulation S-B).

During the fiscal year ending December 31, 2001, including the subsequent
interim periods since engagement through March 18, 2003, the date of Davidson's
termination, and prior to the appointment of Jones, the Company (or anyone on
its behalf) did not consult with Jones regarding any of the accounting or
auditing concerns stated in Item 304(a)(2) of Regulation S-B. Since there were
no disagreements or reportable events (as defined in Item 304(a)(2) of
Regulation S-B), the Company did not consult Jones in respect to these matters
during the time periods detailed herein.

On May 15, 2001 Deloitte & Touche ("Deloitte"), the Company's former principal
accountants previously engaged to audit the Company's financial statements
effectively resigned, which lead to the appointment of Davidson as principal
accountants to replace Deloitte. The Company's board of directors approved the
engagement of Davidson.

The audit reports of Deloitte on the Company's financial statements for the
fiscal year ending December 31, 2000 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except such reports were modified to
include an explanatory paragraph for a going concern uncertainty.

In connection with the audits of the fiscal year ending December 31, 2000
including the subsequent interim periods prior to May 15, 2001, the date of
Deloitte's resignation, the Company had no disagreements with Deloitte with
respect to accounting or auditing issues of the type discussed in Item
304(a)(iv) of Regulation S-B. Had there been any disagreements that were not
resolved to their satisfaction, such disagreements would have caused Deloitte to
make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as
defined in Item 304(a)(1)(iv) of Regulation S-B).






                                        9

<PAGE>




During the fiscal year ending December 31, 2000, including the subsequent
interim periods prior to May 15, 2001, the date of Deloitte's resignation, and
prior to the appointment of Davidson, the Company (or anyone on its behalf) did
not consult with Davidson regarding any of the accounting or auditing concerns
stated in Item 304(a)(2) of Regulation S-B. Since there were no disagreements or
reportable events (as defined in Item 304(a)(2) of Regulation S-B), the Company
did not consult Davidson in respect to these matters during the time periods
detailed herein.


                                    PART III

              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)

                                 Ross Wilmot 59
                                                              Director, President, Chief Financial Officer

Ross Wilmot was appointed to the Company's board of directors in January of
1999, and currently serves as our sole director, our president and chief
financial officer. Mr. Wilmot will serve as a director until the next annual
meeting of the Company's shareholders and until such time as a successor is
elected and qualified.

Mr. Wilmot is a Chartered Accountant. In addition, he serves in the following
capacities with other companies: Director (from February 1999 to present) and
CFO (from January 1995 to February 1999) of Breckenridge Resources Ltd.;
Director (from April 2000 to present), President (from April 2000 to October
2001) and CFO (January 1995 to present) 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 present) and CFO (from January 1997 to present) of Neuer Kapital
Corp.; Director and President of Orex Ventures Inc. (from May 2001 to present);
Director (from May 1997 to present) and President (from May 2001 to present) of
Orko Gold Corp.; Director (from April 1996 to present), 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).





                                       10

<PAGE>



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, 2002 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 president, chief
financial officer and the sole director of the Company. The required filings
inadvertently were not filed but will be filed as soon as is practicable.

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
2002, 2001, and 2000. 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                                                 Other Annual       Stock        Underlying       LTIP         All Other
Principal Position      Year      Salary      Bonus      Compensation      Award(s)       Options        payouts     Compensation
                                    ($)        ($)           ($)             ($)          SARs(#)          ($)            ($)
--------------------  --------  ----------- ---------  ---------------- -------------- --------------  ----------- -----------------
Ross Wilmot,              2002    7,831*        -             -               -              -              -              -
President, Chief          2001    10,510*       -             -               -              -              -              -
Financial Officer         2000    30,000*       -             -               -              -              -              -
Director
--------------------  --------  ----------- ---------  ---------------- -------------- --------------  ----------- -----------------

* Ross Wilmot invoices the Company through his own management company,
Cedarwoods Group for services rendered by him to the Company. The compensation
recited for the period ended December 31, 2002 includes an unpaid accrued amount
of $2,600 due to Cedarwoods Group which is reflected in the Company's balance
sheet.

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




                                       11

<PAGE>



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, we will be required to
establish an audit committee.

The board of directors has not yet established a compensation committee.


            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 March 31, 2003, 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 March 31, 2003, there were 4,478,815 shares of
common stock issued and outstanding.

 Title of Class          Name and Address                Nature of            Number of           % of Class
                                                         Ownership              Shares
-----------------------------------------------------------------------------------------------------------------
     Common      Ross Wilmot, president/director
                 1177 - 1818 West Hastings                 Legal                  0                  0.0%
                 Street
                 Vancouver, British Columbia
                 Canada
-----------------------------------------------------------------------------------------------------------------
     Common      International Portfolio                   Legal               266,937               6.0%
                 Management, Ltd
                 1075 West Georgia Street
                 Vancouver, British Columbia
                 Canada
-----------------------------------------------------------------------------------------------------------------

 All executive officers and directors as a group                                  0                  0.0%
-----------------------------------------------------------------------------------------------------------------
ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 canceled 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 $50
per hour for services rendered.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits. Exhibits required by Item 601 of Regulation S-
                                    --------
         are listed in the Index to Exhibits
         beginning on page 15 of this Form 10-KSB, which is incorporated herein
by reference.
          (b) Reports on Form 8-K. The Company filed no reports on For
                               -------------------
         8-K during the last quarter of the
         period covered by this Form 10-KSB.

ITEM 14.   CONTROLS AND PROCEDURES

            The Company's president acts both as the Company's chief
         executive officer and chief financial officer




                                       12

<PAGE>



 ("Certifying  Officer") and is responsible  for  establishing  and  maintaining
disclosure  controls and procedures for the Company.  The Certifying Officer has
concluded (based on his evaluation of these controls and procedures as of a date
within 90 days of the filing of this  report)  that the design and  operation of
the Company's  disclosure  controls and procedures (as defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934) are effective. No significant changes
were made in the  Company's  internal  controls or in other  factors  that could
significantly  affect those controls  subsequent to the date of the  evaluation,
including any corrective actions with regard t slight  deficiencies and material
weaknesses.  Due to the Certifying Officer's dual role as chie executive officer
and chief financial officer, the Company has no segregation of duties related to
internal controls.



                                       13




<PAGE>



                                                    SIGNATURES

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 1st day of April 2003.



ASP Ventures Corp.



/s/ Ross Wilmot
--------------------------------------------------------------------------
Ross Wilmot, President, Chief Financial Officer and
Director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


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

/s/ Ross Wilmot
                                                              Director                   April 1, 2003
---------------
Ross Wilmot
--------------------------------------- -----------------------------------------------  ----------------------------








                                                        14

<PAGE>



     CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF
      1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-
                                OXLEY ACT OF 2002

I, Ross Wilmot, president and chief financial officer of ASP Ventures Corp. certify that:

1. I have reviewed this annual report on Form 10-KSB of ASP Ventures Corp.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this annual report is being prepared; b) Evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and c) Presented in this annual report my conclusions about
the effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions): a) All significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses in
internal controls; and b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: April 1, 2003

/s/ Ross Wilmot
Ross Wilmot, president and chief financial officer




                                       15

<PAGE>



                                                 INDEX TO EXHIBITS

EXHIBIT           PAGE
                               NO. NO. DESCRIPTION

 3(i)            *               Articles of Incorporation of the
                                 Company
 3(i)(b)        *                Amended Articles of
                                Incorporation of the Company
 3(ii)          *                Bylaws of the Company
 10(i)          17               Debt Settlement Agreement with
                             International Portfolio Management, Ltd.
                             dated November 4, 2002.
 99.1           18         Certification Pursuant to 18 U.S.C.
                             Section 1350, Section 906 of the Sarbanes- Oxley
                             Act of 2002.

            * Incorporated by reference from the 10-SB filed with the
         Commission on December 21, 1999.





                                                        16

<PAGE>



EXHIBIT 10(i)
                                             DEBT SETTLEMENT AGREEMENT

Agreement made on November 4, 2002 between International Portfolio Management
Ltd. with offices located at 1075 West Georgia Street, Vancouver, British
Columbia, Canada, referred to as Creditor and ASP Ventures with offices located
at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred
to as Debtor.

                                                    SECTION ONE
                                      ACKNOWLEDGEMENT OF EXISTING OBLIGATION

The parties acknowledge that Debtor is at present indebted to Creditor in the
sum of $13,846.84 due as the result of administrative services rendered.

                                                    SECTION TWO
                                     AGREEMENT FOR DIFFERENT METHOD OF PAYMENT

Debtor and Creditor desire and agree, to provide for the payment of the
above-stated indebtedness in accordance with terms an provisions different from,
and in substitution of, the terms and obligations for payment for same contained
in the original loan obligation as described in Section One above.

                                                   SECTION THREE
                                                   CONSIDERATION

In consideration of the mutual promises contained in this Agreement, Debtor and
Creditor agree as follows:

                  a. Method of Payment: Debtor agrees to pay to
              Creditor and Creditor agrees to accept from
              Debtor, in full satisfaction of the indebtedness described in
              Section One, above, 266,937 shares of Debtor's common stock,
              valued at $0.05 a share, as consideration for monies owed to
              Creditor as a result of services provided by Creditor to Debtor.
               b. Satisfaction: On execution of this Agreement an
              Creditor's board of directors resolution
              authorizing the issuance of 266,937 shares of Debtor's common
              stock to Creditor provided for in Section Three (a) above, the
              original indebtedness of Debtor to Creditor, as described in
              Section One, above, will be forever canceled and discharged.

              In witness whereof, the parties have executed this Agreement in
              Vancouver, British Columbia on the date first mentioned above.

              ASP Ventures Corp.

              /s/ Ross Wilmot
              By: Ross Wilmot, President


              International Portfolio Management, Ltd.

              /a/ Altaf Nazerali
              By: Altaf Nazerali, President





                                                        17

<PAGE>


              EXHIBIT 99.1

                                        CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                                          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

              In connection with the annual report of the ASP Ventures Corp.
              ("Company") on Form 10- KSB for the period ending December 31,
              2002 as filed with the Commission on the date hereof, I, Ross
              Wilmot, president and chief financial officer of the Company,
              certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant
              to section 906 of the Sarbanes- Oxley Act of 2002, that:

              (1) This 10-KSB complies with the requirements of section 13 (a) or 15 (d) of the Securities
              Exchange Act; and

              (2) The financial information contained in this Form 10-KSB fairly
              presents, in all material respects, the financial condition and
              result of operations of the Company.

              /s/ Ross Wilmot
              Ross Wilmot, President and Chief Financial Officer





                                                        18
</TABLE>

<PAGE>