**UNITED        STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM        10-K**

 

*(Mark        One)*

þ          Annual        report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the        fiscal year ended**December 31,        2007**.

o       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 registrant as specified in its charter)

|  

**Florida**

(State or other jurisdiction of

incorporation or organization) | **98-0203918** 

(I.R.S. Employer

Identification No.) |
|--------------------------------------------------------------------------------------|-------------------------------------------------------------|

 

**1066 West Hastings Street, Suite 2610 Vancouver, British Columbia,        Canada V6E 3X2**

(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:        none.

Securities registered under Section 12(g) of the Exchange Act: common stock        (title of class), $0.001 par value.

Indicate        by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of        the Securities Act of 1933: Yeso     Noþ.

Indicate        by check mark if the registrant is not required to file reports pursuant to Section 13 or        Section 15(d) of the Exchange Act: Yeso     Noþ.

Indicate        by check mark 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: Yesþ     Noo.

Indicate        by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K        is not contained herein, and will not be contained, to the best of registrant's knowledge,        in definitive proxy or information statements incorporated by reference in Part III of this        Form 10-K or any amendment to this Form 10-Ko.

Indicate        by check mark whether the registrant is a large accelerated filer, an accelerated filer, a        non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the        Exchange Act: smaller reporting companyþ.

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

The        aggregate market value of the registrant's common stock, $0.001 par value, held by        non-affiliates (32,660,607 shares) was approximately $653,212 based on the average closing        bid and asked prices ($0.02) for the common stock on April 4, 2008.

At April 4,        2008, the number of shares outstanding of the registrant's common stock, $0.001 par value        (the only class of voting stock), was 42,071,069.

 

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**TABLE        OF CONTENTS**

 

**PART        I**

 

| Item1. | Business | 3 |
|--------|----------|---|

| Item 1A. | Risk Factors | 6 |
|----------|--------------|---|

| Item 1B. | Unresolved Staff Comments | 9 |
|----------|---------------------------|---|

| Item 2. | Properties | 9 |
|---------|------------|---|

| Item 3. | Legal Proceedings | 9 |
|---------|-------------------|---|

| Item 4. | Submission of Matters to a Vote of                        Security-Holders | 9 |
|---------|----------------------------------------------------------------------------|---|

         

**PART II**

         

| Item 5. | Market for Registrant’s Common Equity, Related                        Stockholder Matters, and Issuer Purchases of Equity                        Securities                                                                                                                                                                                                         10 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Item 6. | Selected Financial Data | 11 |
|---------|-------------------------|----|

| Item 7. | Management's Discussion and Analysis of Financial Condition                        and Results of Operations | 11 |
|---------|--------------------------------------------------------------------------------------------------------------|----|

| Item 7A. | Quantitative and Qualitative Disclosures about Market                        Risk | 16 |
|----------|-----------------------------------------------------------------------------------|----|

| Item 8. | Financial Statements and Supplementary Data | 16 |
|---------|---------------------------------------------|----|

| Item 9. | Changes in and Disagreements with Accountants on Accounting                        and Financial Disclosure | 17 |
|---------|-------------------------------------------------------------------------------------------------------------|----|

| Item 9A. | Controls and Procedures (Item 9A (T)) | 17 |
|----------|---------------------------------------|----|

| Item 9B. | Other Information | 17 |
|----------|-------------------|----|

         

**PART III**

         

| Item 10. Directors, Executive Officers, and Corporate                        Governance | 18 |
|-----------------------------------------------------------------------------------------|----|

| Item 11. | Executive Compensation | 20 |
|----------|------------------------|----|

| Item 12. | Security Ownership of Certain Beneficial Owners and                        Management and Related Stockholder                        Matters                                                                                                                                                                                                                              21 |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Item 13. | Certain Relationships and Related Transactions, and Director                        Independence | 21 |
|----------|--------------------------------------------------------------------------------------------------|----|

| Item 14. | Principal Accountant Fees and Services | 22 |
|----------|----------------------------------------|----|

| Item 15. | Exhibits and Financial Statement Schedules | 23 |
|----------|--------------------------------------------|----|

| Signatures | 24 |
|------------|----|

 

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**PART        I**

 

| **ITEM 1.** | **BUSINESS** |
|-------------|--------------|

 

***As        used herein the terms “Company,” “its,” “we,”        “our,” and “us” refer to ASP Ventures Corp., and its predecessors,        unless context indicates otherwise.***

 

**Corporate History**

 

The Company        was incorporated in Florida on March 23, 1989, as “Airsupport Services Corp.”        to engage in any legal undertaking. On May 15, 1998, the Company’s name was changed        to “ASP Ventures Corp.” to reflect the decision of management to attract        prospective business opportunities. The Company then pursued several different business        opportunities, none of which led to sustained operations. We have no day-to-day        operations. Our sole officer and director devotes limited time and attention to the affairs        of the Company.

 

The        Company’s principal place of business is located at 1066 West Hastings Street, Suite        2610, Vancouver, British Columbia, Canada, V6E 3X2, and our telephone number is (604)        602-1717.

 

The        Company’s registered agent is the Corporation Service Company located at 1201 Hays        Street, Tallahassee, Florida, 32301.

 

**The        Company**

 

The Company        is now considering business opportunities for merger or acquisition that might create value        for its shareholders.

 

***Selection of a Business***

 

Management        has adopted a conservative policy of seeking opportunities that it considers to be of        exceptional quality. Therefore, we may have to wait some time before consummating a        suitable transaction. Management recognizes that the higher the standards it imposes upon        us, the greater may be its competitive disadvantage when vying with other acquiring        interests or entities.

 

The Company        does not intend to restrict its consideration to any particular business or industry        segment, though management intends to continue its focus on opportunities related to        natural resources. Due to our lack of financial resources, the scope and number of suitable        business ventures is limited. We are therefore most likely to participate in a single        business venture. Accordingly, the Company will not be able to diversify and will be        limited to one merger or acquisition. The lack of diversification will prevent us from        offsetting 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 opportunity’s management and        personnel, the anticipated acceptability of 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. Further, 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 partially dependent upon the        management of any given business opportunity to identify such problems and to implement, or        be primarily responsible for the implementation of required changes.

 

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Since we        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.

 

The Company        will not acquire or merge with any company for which audited financial statements cannot be        obtained. Management anticipates that any opportunity in which we participate will present        certain risks. Many of these risks cannot be adequately identified prior to selection of a        specific opportunity. Our shareholders must therefore depend on the ability of management        to identify and evaluate such risks. Further, in the case of some of the opportunities        available to us, it may be anticipated that some of such opportunities are yet to develop        as going concerns or that some of such opportunities are in the development stage in that        same have not generated significant revenues from principal business activities prior to        our participation.

 

***Acquisition of Business***

 

Implementation of a structure for any particular business acquisition may        involve a merger, consolidation, reorganization, joint venture, franchise or licensing        agreement with another corporation or entity. The Company may also purchase stock or assets        of an existing business. On the completion of a transaction, it is possible that present        management and shareholders of the Company would not remain in control of the Company.        Further, our sole officer and director may, as part of the terms of any transaction,        resign, to be replaced by new officers and directors without a vote of our        shareholders.

 

We        anticipate that any securities issued in any such reorganization would be issued in        reliance on exemptions from registration under applicable federal and state securities        laws. However, in certain circumstances, as a negotiated element of any transaction, the        Company may agree to register securities either at the time a 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 a 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, our shareholders 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.

 

Our due        diligence process will require that management meet personally with the personnel involved        in any given transaction, visit and inspect material facilities, obtain independent        analysis or verification of the information provided, check references for management and        key persons, and take other reasonable investigative measures, to the extent of our limited        financial resources and management expertise.

 

 

 

 

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The manner        in which we participate in an opportunity will depend on the nature of the opportunity and        the respective needs and desires of the Company and other parties. Negotiations that        involve mergers or acquisitions will focus on the percentage of the Company that the target        company shareholders would acquire in exchange for their shareholdings in the target        company. Depending upon, among other things, the target company’s assets and        liabilities, our 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 our current        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. We are 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. We may        expect that any future business will present various challenges that cannot be predicted at        the present time.

 

**Competition**

 

We will be        involved in intense competition with other business entities, many of which will have a        competitive edge over us by virtue of their stronger financial resources and prior        experience in business. The Company can provide no assurance that it will be successful in        obtaining a suitable business opportunity.

 

**Marketability**

 

As we        currently are not involved in selling products or services, there can be no assurance that        we will be successful in marketing any such products or services or whether a market will        develop.

 

**Patents, Trademarks, Licenses, Franchises, Concessions, Royalty        Agreements and Labor Contracts**

 

We        currently have no patents, trademarks, licenses, franchises, concessions, royalty        agreements or labor contracts.

 

**Governmental and Environmental Regulation**

 

The Company        cannot anticipate the government regulations, if any, to which we 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. Our selection of a        business in which to acquire an interest will include an effort to ascertain, to the extent        of the limited resources of the Company, the effects of any government regulation on the        prospective business of the Company. However, in certain circumstances, 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.

 

 

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**Research and Development**

 

We spent no        amounts on research and development activities during each of the last two fiscal        years.

 

**Employees**

 

The Company        is a development stage company and currently has no employees. Nora Coccaro, our sole        officer and director, manages the Company. We look to Ms. Coccaro for her entrepreneurial        skills and talents. Management uses consultants, attorneys and accountants as necessary and        does not plan to engage any full-time employees in the near future.

 

**Reports to Security Holders**

 

The        Company’s annual report contains audited financial statements. We are not required to        deliver an annual report to security holders and will not automatically deliver a copy of        the annual report to our security holders unless a request is made for such delivery. We        file all of our required reports and other information with the Securities and Exchange        Commission (the “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 us with the Commission have also 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 1A.** | **RISK FACTORS** |
|--------------|------------------|

 

The        Company’s operations and securities are subject to a number of risks. Below we have        identified and discussed the material risks that we are likely to face. Should any of the        following risks occur, they will adversely affect our business, financial condition, and/or        results of operations as well as the future trading price and/or the value of our        securities.

 

**Risks        Related to the Company’s Business**

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in this annual report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

***We        have a history of significant operating losses and such losses may continue in the        future*****.**

 

Since our        inception in 1989, our expenses have substantially exceeded our income, resulting in        continuing losses and an accumulated deficit of $2,590,074 at December 31, 2007. During        fiscal 2007, we recorded a net loss of $199,682. The Company has never realized revenue        from operations. We will continue to incur operating losses as we maintain our search for a        suitable business opportunity and satisfy our ongoing disclosure requirements with the        Commission. Our only expectation of future profitability is dependent

 

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upon our        ability to acquire a revenue producing business opportunity, which acquisition can in no        way be assured. Therefore, we may never be able to achieve profitability.

 

 

 

***The        Company’s limited financial resources cast severe doubt on our ability to acquire a        profitable business opportunity.***

 

The        Company’s future operation is dependent upon the acquisition of a profitable business        opportunity. However, the prospect of such an acquisition is doubtful due to the        Company’s limited financial resources. Since we have no current business opportunity,        the Company is not in a position to improve this financial condition through debt or equity        offerings. Therefore, this limitation may act as a deterrent in future negotiations with        prospective acquisition candidates. Should we be unable to acquire a profitable business        opportunity the Company will, in all likelihood, be forced to cease operations.

 

***The        default judgment against us may hinder our ability to acquire a profitable business        opportunity.***

 

Legal        proceedings were initiated against the Company resulting in a default judgment on May 19,        2004, totaling $588,724 which liability has grown to $816,387 with accrued interest as of        December 31, 2007. Though we deny any liability in the matter and believe that any attempt        by the plaintiff in the case to enforce the judgment through court proceeding will fail,        the liability will further hinder our ability to fulfill our plan of operations in        acquisition of a profitable business.

 

**Risks        Related to the Company’s Stock**

 

***The        market for our stock is limited and our stock price may be volatile.***

 

The market        for our common stock has been limited due to low trading volume and the small number of        brokerage firms acting as market makers. Because of the limitations of our market and        volatility of the market price of our stock, investors may face difficulties in selling        shares at attractive prices when they want to. The average daily trading volume for our        stock has varied significantly from week to week and from month to month, and the trading        volume often varies widely from day to day.

 

***The        Company does not pay cash dividends.***

 

The Company        does not pay cash dividends. We have not paid any cash dividends since inception and have        no intention of paying any cash dividends in the foreseeable future. Any future dividends        would be at the discretion of our board of directors and would depend on, among other        things, future earnings, our operating and financial condition, our capital requirements,        and general business conditions. Therefore, shareholders should not expect any type of        cash flow from their investment.

 

***We        incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.***

 

We incur        significant legal, accounting and other expenses as a result of being listed on the Over        the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules        implemented by the Commission, has required changes in corporate governance practices of        public companies. We expect that compliance with these laws, rules and regulations,        including compliance with Section 404 of the Sarbanes-Oxley Act of

 

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2002 as        discussed in the following risk factor, may substantially increase our expenses, including        our legal and accounting costs, and make some activities more time-consuming and costly. As        a result, there may be a substantial increase in legal, accounting and certain other        expenses in the future, which would negatively impact our financial performance and could        have a material adverse effect on our results of operations and financial        condition.

 

***Our        internal controls over financial reporting may not be considered effective in the future,        which could result in a loss of investor confidence in our financial reports and in turn        have an adverse effect on our stock price.***

 

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our        management on our internal controls over financial reporting. Such report must contain,        among other matters, an assessment of the effectiveness of our internal controls over        financial reporting as of the end of the year, including a statement as to whether or not        our internal controls over financial reporting are effective. This assessment must include        disclosure of any material weaknesses in our internal controls over financial reporting        identified by management. If we are unable to continue to assert that our internal controls        are effective, our investors could lose confidence in the accuracy and completeness of our        financial reports, which in turn could cause our stock price to decline.

 

***The        Company’s shareholders may face significant restrictions on their        stock.***

 

The        Company’s stock differs from many stocks in that it is a “penny stock.”        The Commission has adopted a number of rules to regulate “penny stocks”        including, but not limited to, those rules from the Securities Act as follows:

 

|   | 3a51-1 | which defines penny stock as, generally speaking, those                        securities which are not listed on either NASDAQ or a national securities                        exchange and are priced under $5, excluding securities of issuers that have                        net tangible assets greater than $2 million if they have been in operation                        at least three years, greater than $5 million if in operation less than                        three years, or average revenue of at least $6 million for the last three                        years; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-1 | which outlines transactions by broker/dealers which are                        exempt from 15g-2 through 15g-6 as those whose commissions from traders are                        lower than 5% total commissions; |
|--------|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-2 | which details that brokers must disclose risks of penny                        stock on Schedule 15G; |
|--------|-------|-------------------------------------------------------------------------------------------------------|

|   | 15g-3 | which details that broker/dealers must disclose quotes and                        other information relating to the penny stock market; |
|--------|-------|-----------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-4 | which explains that compensation of broker/dealers must be                        disclosed; |
|--------|-------|----------------------------------------------------------------------------------------------|

|   | 15g-5 | which explains that compensation of persons associated in                        connection with penny stock sales must be disclosed; |
|--------|-------|---------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-6 | which outlines that broker/dealers must send out monthly                        account statements; and |
|--------|-------|---------------------------------------------------------------------------------------------------------|

|   | 15g-9 | which defines sales practice requirements. |
|--------|-------|--------------------------------------------|

Since the        Company’s securities constitute a “penny stock” within the meaning of the        rules, the rules would apply to us and our securities. Because these rules provide        regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell        their securities in any market that may develop; the rules themselves may limit the market        for penny stocks. Additionally, the market among dealers may not be active. Investors in        penny stock often are unable to sell stock back to the dealer that sold them the stock. The        mark-ups or commissions charged by the broker-dealers may be greater than any profit a        seller may make. Because of large dealer spreads, investors may be unable to sell the stock        immediately back to the dealer at the same price the dealer sold the stock to the investor.        In some cases, the stock may fall quickly in value. Investors may be unable to reap any        profit from any sale of the stock, if they can sell it at all.

 

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Shareholders should be aware that, according to Commission Release No.        34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns        of fraud and abuse. These patterns include:

 

 

|   | **•** | control of the market for the security by one or a few                        broker-dealers that are often related to the promoter or issuer; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | manipulation of prices through prearranged matching of                        purchases and sales and false and misleading press releases; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | “boiler room” practices involving high pressure                        sales tactics and unrealistic price projections by inexperienced sales                        persons; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | excessive and undisclosed bid-ask differentials and markups                        by selling broker-dealers; and |
|--------|------------|-------------------------------------------------------------------------------------------------------------------|

|   | **•** | the wholesale dumping of the same securities by promoters                        and broker-dealers after prices have been manipulated to a desired level,                        along with the inevitable collapse of those prices with consequent investor                        losses. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| **ITEM 1B.** | **UNRESOLVED STAFF COMMENTS** |
|--------------|-------------------------------|

 

Not        applicable.

 

| **ITEM 2.** | **PROPERTIES** |
|-------------|----------------|

 

The Company        currently maintains office space on a month-to-month basis at a cost of $1,000 per month,        paid to a significant shareholder, located at 1066 West Hastings Street Suite 2610,        Vancouver, British Columbia, Canada, V6E 3X2. The Company does not believe that it will        need to obtain additional office space at any time in the foreseeable future in order to        carry out the plan of operation described herein.

 

| **ITEM 3.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

Legal        proceedings were initiated by Gem Global Yield Fund Limited and Turbo International Ltd.        (“Plaintiffs”) against the Company on February 4, 2004 in the United States        District Court, Southern District of New York. The claim is for $525,000 plus interest in        connection with the Company’s alleged breach of a settlement agreement purportedly        made between the Company, Elite Jet, Inc, Gem Global Yield Fund Limited and Turbo        International Ltd. in satisfaction of funds loaned by Plaintiffs to Elite Jet, Inc., a        non-party to the legal proceedings. Although the Company denied any liability in this        action it did not file a defense to the legal proceedings which resulted in a default        judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,725 with interest        accruing at 12% per annum on $525,000. The judgment and accrued interest as of December 31,        2007 was $816,387.

 

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

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                        HOLDERS** |
|-------------|--------------------------------------------------------------------------------|

 

No matters        were submitted to a vote of the security holders, through the solicitation of proxies or        otherwise, during the fourth quarter ended December 31, 2007.

 

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**PART        II**

 

| **ITEM 5.** | **MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,                        AND ISSUER PURCHASES OF EQUITY SECURITIES** |
|-------------|-----------------------------------------------------------------------------------------------------------------------------|

 

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”. 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.

 

| ***Year*** | ***Quarter Ended*** | ***High*** | ***Low*** |
|------------|---------------------|------------|-----------|
| **2007**   | December 31         | $0.01      | $0.01     |
|       | September 30        | $0.01      | $0.01     |
|       | June 30             | $0.03      | $0.01     |
|       | March 31            | $0.01      | $0.00     |
| **2006**   | December 31         | $0.01      | $0.01     |
|       | September 30        | $0.01      | $0.01     |
|       | June 30             | $0.02      | $0.02     |
|       | March 31            | $0.02      | $0.01     |

 

**Capital Stock**

 

The        following is a summary of the material terms of the Company’s capital stock. This        summary is subject to and qualified by our articles of incorporation and bylaws.

 

***Common Stock***

 

As of April        4, 2008, there were 44 shareholders of record holding a total of 42,071,069 shares of fully        paid and non-assessable common stock of the 250,000,000 shares of common stock, par value        $0.001, authorized. The board of directors believes that the number of beneficial owners is        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

 

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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.

 

***Preferred Stock***

 

None.

 

 

***Warrants***

 

None.

 

***Stock        Options***

 

None.

 

***Dividends***

 

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

 

**Transfer Agent and Registrar**

 

The        Company’s transfer agent and registrar is Interwest Transfer, 1981 E Murray-Holladay        Road, Holladay, Utah, 84117 – 5164. Their phone number is 272 9294.

 

**Purchases of Equity Securities made by the Issuer and Affiliated        Purchasers**

 

None.

 

**Recent        Sales of Unregistered Securities**

 

None.

 

| **ITEM 6.** | **SELECTED FINANCIAL DATA** |
|-------------|-----------------------------|

 

Not        required.

 

| **ITEM 7.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL                        CONDITION AND RESULTS OF OPERATIONS** |
|-------------|------------------------------------------------------------------------------------------------------------------------|

 

This*Management’s Discussion and Analysis of Financial Condition        and**Results of Operations*and other        parts of this current report contain forward-looking statements that involve risks and        uncertainties. Forward-looking statements can also be identified by words such as        “anticipates,” “expects,” “believes,”        “plans,” “predicts,” and similar terms. Forward-looking statements        are not guarantees of future performance and our actual results may differ significantly        from the results discussed in the

 

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forward-looking statements. Factors that might cause such differences        include but are not limited to those discussed in the subsection entitled*Forward-Looking Statements and Factors That May Affect Future Results and        Financial Condition*below. The following discussion should be        read in conjunction with our financial statements and notes thereto included in this        current report. Our fiscal year end is December 31.

 

**Discussion and Analysis**

 

During the        year ended December 31, 2007, the Company’s operations were limited to satisfying        continuous public disclosure requirements and seeking to identify prospective business        opportunities.

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

 

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

 

**Results of Operations**

 

The        Company has been funded since inception from public or private debt or equity placements or        by related parties in the form of loans.

 

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

 

***Net        Losses***

 

For the        period from May 15, 1998 to December 31, 2007, the Company has recorded a cumulative net        loss of $2,590,074. Net losses for the year ended December 31, 2007 were $199,682 as        compared to $193,583 for the year ended December 31, 2006. The Company’s operating        losses are attributable to general and administrative expenses and a default judgment in        the amount of $816,387 including accrued interest as of December 31, 2007. The general and        administrative expenses include accounting expenses, professional fees, consulting fees and        costs associated with the preparation of disclosure documentation.

 

The Company        expects to continue to operate at a loss through fiscal 2008 and due to the nature of our        search for a suitable business opportunity cannot determine whether we will ever generate        revenues from operations.

 

***Income Tax Expense (Benefit)***

         

The Company        has a prospective income tax benefit resulting from a net operating loss carryforward and        start up costs that may offset any future operating profit.

 

***Impact of Inflation***

 

The Company        believes that inflation has had a negligible effect on operations over the past three        years.

 

***Capital Expenditures***

 

12

 

----

 

The Company        expended no amounts on capital expenditures for the period from inception to December 31,        2007.

 

***Capital Resources and Liquidity***

 

The Company        had total assets of $446 as of the year ended December 31, 2007, consisting exclusively of        cash on hand. Net stockholders' deficiency in the Company was $1,258,787 at December 31,        2007. The Company is in the development stage and, since inception, has experienced        significant changes in liquidity, capital resources and shareholders’        equity.

 

Cash flow        used in operating activities was $970,853 for the period from inception to December 31,        2007. Cash flow used in operating activities for the year ended December 31, 2007 was        $58,570 as compared to $68,208 in cash flow used in operating activities for the year ended        December 31, 2006. Cash flow used in operating activities in the current period can be        attributed to accounting costs and consulting expenses.

 

Cash flow        provided from financing activities was $971,299 for the period from inception to December        31, 2007. Cash flow provided by financing activities for the year ended December 31, 2007        was $57,600 as compared to $64,500 for the year ended December 31, 2006. Cash flow provided        by financing activities in the current period can be attributed to advances from a        shareholder and a subscription for shares of common stock.

 

Cash flows        used in investing activities was $0 for the period from inception to December 31,        2007.

 

The        Company’s current assets are not sufficient to conduct its plan of operation over the        next twelve (12) months. Further, should the Company acquire a business opportunity over        the next twelve month period, cash requirements will exceed current assets and the Company        will have to seek debt or equity financing to fund operations. The Company has no current        commitments or arrangements with respect to, or immediate sources of funding. Further, no        assurances can be given that funding would be available or available to the Company on        acceptable terms. The Company’s major shareholders are the most likely source of new        funding in the form of loans or equity placements though none have made any commitment for        future investment and the Company has no agreement formal or otherwise.

 

The Company        had no formal long term lines or credit or other bank financing arrangements as of December        31, 2007.

 

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.

 

***Off        Balance Sheet Arrangements***

 

As of        December 31, 2007, the Company has no significant off-balance sheet arrangements that have        or are reasonably likely to have a current or future effect on our financial condition,        changes in financial condition, revenues or expenses, results of operations, liquidity,        capital expenditures, or capital resources that is material to stockholders.

 

***Going        Concern***

 

The        Company’s auditors have expressed substantial doubt as to the Company’s ability        to continue as a going concern as a result of an accumulated deficit of $2,590,074 as of        December 31, 2007. The Company’s

 

13

 

----

 

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 includes: (i) obtaining funding from        private placement sources; (ii) obtaining additional funding from the sale of the        Company’s securities; (iii) establishing revenues from prospective business        opportunities; (iv) 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.

 

 

***Forward Looking Statements and Factors That May Affect Future Results        and Financial Condition***

 

The        statements contained in the section titled “*Results of        Operations”*and*“Description        of Business”*, with the exception of historical facts, are        forward looking statements. A safe-harbor provision may not be applicable to the forward        looking statements made in this current report. Forward looking statements reflect our        current expectations and beliefs regarding our future results of operations, performance,        and achievements. These statements are subject to risks and uncertainties and are based        upon assumptions and beliefs that may or may not materialize. These statements include, but        are not limited to, statements concerning:

 

|   | **•** | our anticipated financial performance and business                        plan; |
|--------|------------|---------------------------------------------------------------------------------|

|   | **•** | the sufficiency of existing capital resources; |
|--------|------------|------------------------------------------------|

|   | **•** | our ability to raise additional capital to fund cash                        requirements for future operations; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------|

|   | **•** | uncertainties related to the Company’s future business                        prospects; |
|--------|------------|------------------------------------------------------------------------------------------------|

|   | **•** | the ability of the Company to generate revenues to fund                        future operations; |
|--------|------------|---------------------------------------------------------------------------------------------------|

|   | **•** | the volatility of the stock market and; and |
|--------|------------|---------------------------------------------|

|   | **•** | general economic conditions. |
|--------|------------|------------------------------|

 

We wish to        caution readers that our operating results are subject to various risks and uncertainties        that could cause our actual results to differ materially from those discussed or        anticipated, including the factors set forth in the section entitled        “*Risk Factors*” included        elsewhere in this report. We also wish to advise readers not to place any undue reliance on        the forward looking statements contained in this report, which reflect our beliefs and        expectations only as of the date of this report. We assume no obligation to update or        revise these forward looking statements to reflect new events or circumstances or any        changes in our beliefs or expectations, other than is required by law.

 

***Stock-Based Compensation***

 

On January        1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which        addresses the accounting for stock-based payment transactions in which an enterprise        receives employee services in exchange for (a) equity instruments of the enterprise or (b)        liabilities that are based on the fair value of the enterprise’s equity instruments        or that may be settled by the issuance of such equity instruments. In January 2005, the        Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107,        which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R        eliminates the ability to account for stock-based compensation transactions using the        intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting        for Stock Issued to Employees, and instead generally requires that such transactions be        accounted for using a fair-value-based method. We use the Black-Scholes-Merton        (“BSM”) option-pricing model to determine the fair-value of stock-based awards        under SFAS No. 123R, consistent with that used for pro forma

 

14

 

----

 

disclosures        under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified        prospective transition method as permitted by SFAS No. 123R and accordingly prior periods        have not been restated to reflect the impact of SFAS No. 123R. The modified prospective        transition method requires that stock-based compensation expense be recorded for all new        and unvested stock options, restricted stock, restricted stock units, and employee stock        purchase plan shares that are ultimately expected to vest as the requisite service is        rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based        compensation expense for awards granted prior to January 1, 2006 is based on the grant date        fair-value as determined under the pro forma provisions of SFAS No. 123.

 

Prior to        the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based        compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We        applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting        for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based        method had been applied in measuring compensation expense. Under APB Opinion No. 25, when        the exercise price of our employee stock options was equal to the market price of the        underlying stock on the date of the grant, no compensation expense was        recognized.

 

We account        for equity instruments issued in exchange for the receipt of goods or services from other        than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging        Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the        estimated fair market value of the consideration received or the estimated fair value of        the equity instruments issued, whichever is more reliably measurable. The value of equity        instruments issued for consideration other than employee services is determined on the        earliest of a performance commitment or completion of performance by the provider of goods        or services as defined by EITF 96-18.

 

***Critical Accounting Policies***

 

In the        notes to the audited financial statements for the year ended December 31, 2007 included in        the Company’s Form 10-K, the Company discusses those accounting policies that are        considered to be significant in determining the results of operations and its financial        position. The Company believes that the accounting principles utilized by us conform to        accounting principles generally accepted in the United States of America.

 

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

 

***Recent Accounting Pronouncements***

 

In December        2007, the FASB issued SFAS 160, “Noncontrolling interests in Consolidated Financial        Statements – an amendment of ARB No. 51”. This Statement amends ARB 51 to        establish accounting and reporting standards for the noncontrolling interest in a        subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling        interest in a subsidiary is an ownership interest in the consolidated entity that should be        reported as equity in the consolidated financial statements. This Statement is effective        for fiscal years beginning on or after December 15, 2008. Early adoption is not permitted.        Management is currently evaluating the effects of this statement, but it is not expected to        have any impact on the Company’s financial statements.

 

15

 

----

 

 

 

 

 

 

In February        2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and        Financial Liabilities. SFAS 159 creates a fair value option allowing an entity to        irrevocably elect fair value as the initial and subsequent measurement attribute for        certain financial assets and financial liabilities, with changes in fair value recognized        in earnings as they occur. SFAS 159 also requires an entity to report those financial        assets and financial liabilities measured at fair value in a manner that separates those        reported fair values from the carrying amounts of assets and liabilities measured using        another measurement attribute on the face of the statement of financial position. Lastly,        SFAS 159 requires an entity to provide information that would allow users to understand the        effect on earnings of changes in the fair value on those instruments selected for the fair        value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007        with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess        the impact on our results of operations and financial condition if an election is made to        adopt the standard.

         

| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET                        RISK** |
|--------------|---------------------------------------------------------------------------------------|

         

Not required.

         

| **ITEM 8.** | **FINANCIAL STATEMENTS AND SUPPLEMENTARY                        DATA** |
|-------------|------------------------------------------------------------------------|

 

Our        audited financial statements for the years ended December 31, 2007 and 2006 are attached        hereto as F-1 through F-16.

16

 

----

 

**ASP        Ventures Corp.**

**(A        Development Stage Company)**

**INDEX        TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

 

|   | *Page* |
|--------|--------|

         

|   | Report of Independent Registered Public Accounting                        Firm | F-2 |
|--------|--------------------------------------------------------------------------------|-----|

         

|   | Report of Independent Registered Public Accounting                        Firm | F-3 |
|--------|--------------------------------------------------------------------------------|-----|

 

|   | Balance Sheets | F-4 |
|--------|----------------|-----|

         

|   | Statements of Operations | F-5 |
|--------|--------------------------|-----|

         

|   | Statements of Stockholders’ Deficit | F-6 |
|--------|-------------------------------------------|-----|

         

|   | Statements of Cash Flows | F-8 |
|--------|--------------------------|-----|

         

|   | Notes to Financial Statements | F-9 |
|--------|-------------------------------|-----|

         

                                                                                                                                                                   

 

 

F-1

 

----

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING        FIRM**

         

To The Board of Directors and Shareholders

Asp Ventures, Inc.

Vancouver, Canada

         

We have audited the accompanying balance sheets of**Asp Ventures, Inc.**as of December 31, 2007, and        the related statements of operations, stockholders' equity, 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        audits.

         

We conducted our audit in accordance with the standards of the PCAOB (United        States). Those standards require that we plan and perform the audit to obtain reasonable        assurance about whether the financial statements are free of material misstatement. The        Company is not required to have, nor were we engaged to perform, an audit of its internal        control over financial reporting. Our audits included consideration of internal control        over financial reporting as a basis for designing audit procedures that are appropriate in        the circumstances, but not for the purpose of expressing an opinion on the effectiveness of        the Company’s internal control over financial reporting. Accordingly, we express no        such opinion. An audit 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, Inc. as of December 31,        2007, and the results of its operations and its cash flows for the year then ended 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 1 to the financial        statements, the Company has incurred substantial losses from operations, recurring negative        cash flows from operations, and has no sales which raise substantial doubt about its        ability to continue as a going concern. Management's plans in regard to these matters are        also described in Note 1. The financial statements do not include any adjustments that        might result from the outcome of this uncertainty.

         

/s/ Chisholm, Bierwolf & Nilson

         

Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

February 5, 2008

 

 

 

 

 

F-2

 

----

 

 

| **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING                        FIRM** |
|------------------------------------------------------------------------------------|

         

To the Stockholders and Board of Directors of ASP Ventures Inc.:

         

We have audited the accompanying balance sheet of ASP Ventures Inc. (the        “Company”) (a development stage company) as at December 31, 2006 and the        statements of operations, stockholders’ deficit, and cash flows for the year then        ended and the cumulative period from May 15, 1998 (inception) to December 31, 2006. 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. The financial        statements for the period from May 15, 1998 (inception) to December 31, 2004 were reported        on by other auditors and reflect a total net loss of $1,974,827 of the related cumulative        totals. The other auditors’ reports have been furnished to us, and our opinion,        insofar as it relates to amounts included for such periods prior to the year ended December        31, 2005, is based solely on the reports of such other auditors.

         

We conducted our audit in accordance with the standards of the Public        Company Accounting Oversight Board (United States). Those standards require that we plan        and perform an audit to obtain reasonable assurance whether the financial statements are        free of material misstatement. The Company is not required to have, nor were we engaged to        perform, an audit of its internal control over financial reporting. Our audit included        consideration of internal control over financial reporting as a basis for designing audit        procedures that are appropriate in the circumstances, but not for the purpose of expressing        an opinion on the effectiveness of the Company’s internal control over financial        reporting. Accordingly, we express no such opinion. An audit also includes examining, on a        test basis, evidence supporting the amounts and disclosures in the financial statements. 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, 2006 and the results of        its operations and its cash flows and the changes in stockholders’ deficit for the        year then ended and for the period from May 15, 1998 (inception) to December 31, 2006, 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 1 to the financial        statements, the Company has no revenue or cash flow from operations and its liabilities        exceed its assets. Since the Company’s incorporation it has incurred an accumulated        deficit of $2,390,392 as of December 31, 2006. The Company also had a working capital        deficit of $1,069,105 as of December 31, 2006. These conditions raise substantial doubt        about its ability to continue as a going concern. Management’s plans regarding those        matters are described in Note 1. The financial statements do not include any adjustments        that might result from the outcome of this uncertainty.

*“DMCL”*

 

**DALE MATHESON CARR-HILTON LABONTE LLP**

**CHARTERED ACCOUNTANTS**

March 22, 2007

Vancouver, Canada

 

F-3

 

----

 

| **ASP VENTURES CORP.**

**(A Development Stage Company)**

**BALANCE SHEETS**         |
|---------------------------------------------------------------------------------------|
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |
|                                                                                  | December 31, |   | December 31, |
|                                                                                  | 2007 |   | 2006 |
|                                                                                  | $ |   | $ |
| **ASSETS**                                                                            |   |   |   |
|                                                                                  |   |   |   |
| Current assets:                                                                       |   |   |   |
| Cash                                                                                  | 446 |   | 1,416 |
| Total current assets                                                                  | 446 |   | 1,416 |
| Total assets                                                                          | 446 |   | 1,416 |
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY                        (DEFICIT)**             |   |   |   |
|                                                                                  |   |   |   |
| Current liabilities:                                                                  |   |   |   |
| Accounts payable and accrued expenses                                                 | 79,746 |   | 74,134 |
| Default judgment (Note 8)                                                             | 816,387 |   | 753,387 |
| Related party payables (Note 3)                                                       | 363,100 |   | 243,000 |
| Total current liabilities                                                             | 1,259,233 |   | 1,070,521 |
| Total liabilities                                                                     | 1,259,233 |   | 1,070,521 |
|                                                                                  |   |   |   |
| Commitments (Note 9)                                                                  | - |   | - |
|                                                                                  |   |   |   |
| Stockholders' deficit:                                                                |   |   |   |
| ---Capital stock (Note 6)                                                             |   |   |   |
| Common stock, $.001 par value, 250,000,000 shares                        authorized;  |   |   |   |
| 42,071,069 and 41,071,069 issued and outstanding,                        respectively | 42,070 |   | 41,070 |
| Additional paid-in capital                                                            | 1,289,217 |   | 1,280,217 |
| Deficit accumulated during the development stage                                      | (2,590,074) |   | (2,390,392) |
| Total stockholders' deficit                                                           | (1,258,787) |   | (1,069,105) |
|                                                                                  |   |   |   |
| Total liabilities and stockholders' deficit                                           | 446 |   | 1,416 |
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |

 

 

 

 

The        accompanying notes are an integral part of these financial statements.

 

F-4

 

----

 

 

|  

                         

**ASP VENTURES CORP.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS** |
|---------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                            |   |   |   |   |   |   |   |
|                                                                                                                            |   |   |   |   |   |   | Cumulative

results of

operations from

May 15,1998

(Date of Inception

of Development Stage)

to December 31, 2007 |
|                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                            |   |   |   |   |
|                                                                                                                            |   |   |   |   |
|                                                                                                                            |   |   | 2007 |   | 2006 |   |
|                                                                                                                            |   |   | $ |   | $ |   | $ |
|                                                                                                                            |   |   |   |   |   |   |   |
| Revenue                                                                                                                         |   |   | - |   | - |   | - |
| General and administrative costs                                                                                                |   |   | (136,682) |   | (130,583) |   | (1,815,937) |
| Loss from operations                                                                                                            |   |   | (136,682) |   | (130,583) |   | (1,815,937) |
| Other income (expenses)                                                                                                         |   |   |   |   |   |   |   |
| Gain on forgiveness of debt                                                                                                     |   |   | - |   | - |   | 42,250 |
| Loss - default judgment (Note 8)                                                                                                |   |   | (63,000) |   | (63,000) |   | (816,387) |
| Total other expenses                                                                                                            |   |   | (63,000) |   | (63,000) |   | (858,637) |
|                                                                                                                            |   |   |   |   |   |   |   |
| Loss before provision for income taxes                                                                                          |   |   | (199,682) |   | (193,583) |   | (2,590,074) |
| Provision for income taxes                                                                                                      |   |   | - |   | - |   | - |
| Net loss                                                                                                                        |   |   | (199,682) |   | (193,583) |   | 2,590,074 |
|  

Net loss per common share -

basic and diluted                                                                          |   |   | (0.00) |   | (0.00) |   |   |
|                                                                                                                            |   |   |   |   |   |   |   |
| Weighted average common shares -                                                                                                |   |   |   |   |   |   |   |
| basic and diluted                                                                                                               |   |   | 41,803,000 |   | 41,071,069 |   |   |

 

 

The        accompanying notes are an integral part of these financial statements.

 

F-5

 

----

 

 

| **ASP VENTURES CORP.**

**(A Developmental Stage Company)**

**STATEMENTS OF STOCKHOLDERS' DEFICIT**

**May 15, 1998 ( Date of Inception of Development Stage)                        to December 31, 2007** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                         |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                                                                                                                                                         |   |   |   |   |   |   |   |   | Accumulated |   |   |
|                                                                                                                                                                                                         |   |   |   |   | Additional |   |   |   | During the |   |   |
|                                                                                                                                                                                                         | Common Stock |   | Paid-in |   | Stock |   | Development |   |   |
|                                                                                                                                                                                                         | Shares |   | Amount |   | Capital |   | Subscriptions |   | Stage |   | Total |
|                                                                                                                                                                                                         |   |   | $ |   | $ |   | $ |   | $ |   | $ |
|                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |
| Balance at May 15, 1998

(date of inception of Development Stage)                                                                                                                                            | 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) |

 

The accompanying notes are an integral part of these        financial statements.

 

F-6

----

**ASP VENTURES CORP.**

**(A Developmental Stage Company)**

**STATEMENTS OF STOCKHOLDERS'        DEFICIT**

**May 15, 1998 ( Date of Inception of Development Stage)        to December 31, 2007**

 

 

|                               |       |   |   |   |      |   |     |   |        |   |      |
|------------------------------------|------------|--------|--------|--------|-----------|--------|----------|--------|-------------|--------|-----------|
| Balance at December 31, 2002       | 4,478,815  |   | 4,479  |   | 630,976   |   | -        |   | (1,032,375) |   | (396,920) |
|                               |       |   |   |   |      |   |     |   |        |   |      |
| Issuance of common stock for:      |       |   |   |   |      |   |     |   |        |   |      |
| Consulting fees                    | 230,000    |   | 230    |   | 11,270    |   | -        |   | -           |   | 11,500    |
| Cash                               | 300,000    |   | 300    |   | 29,700    |   | -        |   | -           |   | 30,000    |
| Accounts payable and notes payable | 3,843,954  |   | 3,843  |   | 327,884   |   | -        |   | -           |   | 331,727   |
| Net loss                           | -          |   | -      |   | -         |   | -        |   | (179,053)   |   | (179,053) |
| Balance at December 31, 2003       | 8,852,769  |   | 8,852  |   | 999,830   |   | -        |   | (1,211,428) |   | (202,746) |
|                               |       |   |   |   |      |   |     |   |        |   |      |
| Issuance of common stock for:      |       |   |   |   |      |   |     |   |        |   |      |
| Services                           | 250,000    |   | 250    |   | 6,000     |   | -        |   | -           |   | 6,250     |
| Cash                               | 16,475,000 |   | 16,475 |   | 148,275   |   | -        |   | -           |   | 164,750   |
| Stock subscription receivable      | 2,000,000  |   | 2,000  |   | 18,000    |   | (20,000) |   | -           |   | -         |
| Offering costs                     | -          |   | -      |   | (13,328)  |   | -        |   | -           |   | (13,328)  |
| Net loss                           | -          |   | -      |   | -         |   | -        |   | (763,399)   |   | (763,399) |
| Balance at December 31, 2004       | 27,577,769 |   | 27,577 |   | 1,158,777 |   | (20,000) |   | (1,974,827) |   | (808,473) |
|                               |       |   |   |   |      |   |     |   |        |   |      |
| Issuance of common stock for:      |       |   |   |   |      |   |     |   |        |   |      |
| Cash                               | 12,493,300 |   | 12,493 |   | 112,440   |   | -        |   | -           |   | 124,933   |
| Consulting Fees                    | 1,000,000  |   | 1,000  |   | 9,000     |   | -        |   | -           |   | 10,000    |
| Stock subscription received        | -          |   | -      |   | -         |   | 20,000   |   | -           |   | 20,000    |
| Net loss                           | -          |   | -      |   | -         |   | -        |   | (221,982)   |   | (221,982) |
| Balance at December 31, 2005       | 41,071,069 |   | 41,070 |   | 1,280,217 |   | -        |   | (2,196,809) |   | (875,522) |

 

The accompanying notes are an integral part of these        financial statements.

 

F-7

----

 

**ASP VENTURES CORP.**

**(A Developmental Stage Company)**

**STATEMENTS OF STOCKHOLDERS'        DEFICIT**

**May 15, 1998 ( Date of Inception of Development Stage)        to December 31, 2007**

 

| Balance at December 31, 2005  | 41,071,069 |   | 41,070 |   | 1,280,217 |   | -      |   | (2,196,809) |   | (875,522)   |
|-------------------------------|------------|--------|--------|--------|-----------|--------|--------|--------|-------------|--------|-------------|
|                          |       |   |   |   |      |   |   |   |        |   |        |
| Net loss                      | -          |   | -      |   | -         |   | -      |   | (193,583)   |   | (193,583)   |
| Balance at December 31, 2006  | 41,071,069 |   | 41,070 |   | 1,280,217 |   | -      |   | (2,390,392) |   | (1,069,105) |
|                          |       |   |   |   |      |   |   |   |        |   |        |
| Issuance of common stock for: |       |   |   |   |      |   |   |   |        |   |        |
| Cash                          | 1,000,000  |   | 1,000  |   | 9,000     |   | -      |   | -           |   | 10,000      |
| Net loss                      | -          |   | -      |   | -         |   | -      |   | (199,682)   |   | (199,682)   |
| Balance at December 31, 2007  | 42,071,069 |   | 42,070 |   | 1,289,217 |   | -      |   | (2,590,074) |   | (1,258,787) |

 

 

 

 

 

 

 

The        accompanying notes are an integral part of these financial statements.

 

 

F-8

----

 

 

| **ASP VENTURES CORP.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

**May 15, 1998 ( Date of Inception of Development Stage)                        to December 31, 2007** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                                                                                            |   |   |   |   |   | Cumulative

results of

operations from

May 15,1998

(Date of Inception

of Development Stage)

to December 31, 2007 |
|                                                                                                                                                                                            |   |   |   |   |   |
|                                                                                                                                                                                            |   |   |   |   |   |
|                                                                                                                                                                                            |   |   |   |
|                                                                                                                                                                                            |   |   |   |
|                                                                                                                                                                                            |   | 2007 |   | 2006 |   |
|                                                                                                                                                                                            |   | $ |   | $ |   | $ |
| Cash flows from operating activities:                                                                                                                                                           |   |   |   |   |   |   |
| Net loss                                                                                                                                                                                        |   | (199,682) |   | (193,583) |   | (2,590,074) |
| Adjustments to reconcile net loss to net cash                                                                                                                                                   |   |   |   |   |   |   |
| used in operating activities:                                                                                                                                                                   |   |   |   |   |   |   |
| Loss - default judgment                                                                                                                                                                         |   | 63,000 |   | 63,000 |   | 816,386 |
| Gain on forgiveness of debt                                                                                                                                                                     |   | - |   | - |   | (42,250) |
| Non-cash settlement of accounts payable                                                                                                                                                         |   | - |   | - |   | 453,241 |
| Stock-based compensation                                                                                                                                                                        |   | - |   | - |   | 121,597 |
| Accrued and unpaid consulting fees                                                                                                                                                              |   | 72,500 |   | 72,500 |   | 248,000 |
| Increase (decrease) in:                                                                                                                                                                         |   |   |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                                                                           |   | 5,612 |   | (10,125) |   | 22,247 |
|                                                                                                                                                                                            |   | (58,570) |   | (68,208) |   | (970,853) |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| Cash flows from investing activities:                                                                                                                                                           |   |   |   |   |   |   |
|                                                                                                                                                                                            |   | - |   | - |   | - |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| Cash flows from financing activities:                                                                                                                                                           |   |   |   |   |   |   |
| Increase (decrease) in notes payable                                                                                                                                                            |   | - |   | - |   | 131,843 |
| Advances from (repayments to) related parties                                                                                                                                                   |   | 47,600 |   | 64,500 |   | 115,100 |
| Issuance of common stock                                                                                                                                                                        |   | 10,000 |   | - |   | 714,356 |
|                                                                                                                                                                                            |   | 57,600 |   | 64,500 |   | 971,299 |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| Net increase (decrease) in cash                                                                                                                                                                 |   | (970) |   | (3,708) |   | 446 |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| Cash, beginning of period                                                                                                                                                                       |   | 1,416 |   | 5,124 |   | - |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| Cash, end of period                                                                                                                                                                             |   | 446 |   | 1,416 |   | 446 |
|                                                                                                                                                                                            |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION AND                                                                                                                                                          |
| NON-CASH INVESTING AND FINANCING ACTIVITIES (Note                        7)                                                                                                                     |

 

 

The        accompanying notes are an integral part of these financial statements.

F-9

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 1        – Nature of Operations and Basis of Presentation

 

(a)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 of development        stage). 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.

 

(b)Going Concern

 

The        financial statements have been prepared on the basis of a going concern which contemplates        the realization of assets and the satisfaction of liabilities in the normal course of        business. The Company has not generated any revenues or completed development of any        commercially acceptable products or services to date, has a working capital deficit of        $1,258,787 at December 31, 2007 and has incurred losses of $2,590,074 since inception, and        further significant losses are expected to be incurred in its development stage. The        Company will depend almost exclusively on outside capital through the issuance of common        shares, and advances from related parties to finance ongoing operating losses. The ability        of the Company to continue as a going concern is dependent on raising additional capital        and ultimately on generating future profitable operations. There can be no assurance that        the Company will be able to raise the necessary funds when needed to finance its ongoing        costs. These factors raise substantial doubt about the ability of the Company to continue        as a going concern. The accompanying financial statements do not include any adjustments        relative to the recoverability and classification of asset carrying amounts or the amount        and classification of liabilities that might result from the outcome of this        uncertainty.

 

Note 2        – Summary of Significant Accounting Policies

 

(a)Cash and Cash Equivalents

 

The Company        considers all highly liquid investments with a maturity of three months or less to be cash        equivalents.

 

(b)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.

 

 

 

 

 

F-10

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(c)Loss per Share

 

The Company        computes loss per share in accordance with SFAS No. 128, “Earnings per Share”        which requires presentation of both basic and diluted earnings per share on the face of the        statement of operations. Basic loss per share is computed by dividing net loss available to        common shareholders by the weighted average number of outstanding common shares during the        period. Diluted loss per share gives effect to all dilutive stock equivalents outstanding        during the period including stock options and warrants, using the treasury method, and        preferred stock, using the if-converted method. Dilutive loss per share excludes all stock        equivalents if their effect is anti-dilutive. The Company did not have any stock        equivalents outstanding at December 31, 2007 and 2006.

Earnings        Per Share computation for Net Income:

|   | Years ended December                        31, |
|--------|-------------------------------------------------|

|   | 2007 | 2006 |
|--------|------|------|

|   | Numerator – (Net Loss) | $ | (199,682) | $ | (193,583) |
|--------|------------------------------|---|-----------|---|-----------|

|   | Denominator – weighted average |
|--------|--------------------------------------|

|   | number of shares outstanding | 41,803,000 | 41,071,069 |
|--------|------------------------------|------------|------------|

 

|   | Loss per share | $ | (0.00) | $ | (0.00) |
|--------|----------------|---|--------|---|--------|

 

 

(d)Income Taxes 

 

The Company        follows the liability method of accounting for income taxes. Under this method, 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 balances. Deferred tax assets and liabilities are        measured using enacted or substantially enacted tax rates expected to apply to the taxable        income in the years in which those differences are expected to be recovered or settled. The        effect on deferred tax assets and liabilities of a change in tax rates is recognized in        income in the period that includes the date of enactment or substantive enactment. As of        December 31, 2007, the Company had net operating loss carryforwards; however, due to the        uncertainty of realization the Company has provided a full valuation allowance for the        deferred tax assets resulting from these loss carryforwards.

 

(e)Financial Instruments

 

In        accordance with the requirements of SFAS No. 107, “Disclosures about Fair Value of        Financial Instruments,” the Company has determined the estimated fair value of        financial instruments using available market information and appropriate valuation        methodologies. The carrying values of cash, accounts payable, and amounts due to a related        party approximate fair value due to the short-term maturity of the instruments.

 

F-11

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 2        – Summary of Significant Accounting Policies (continued)

(f)Stock-Based Compensation 

 

On January        1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R),        Share-Based Payment, which addresses the accounting for stock-based payment transactions in        which an enterprise receives employee services in exchange for (a) equity instruments        of the enterprise or (b) liabilities that are based on the fair value of the        enterprise’s equity instruments or that may be settled by the issuance of such        equity instruments. In January 2005, the Securities and Exchange Commission (SEC)        issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental        implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability        to account for stock-based compensation transactions using the intrinsic value method under        Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to        Employees, and instead generally requires that such transactions be accounted for using a        fair-value-based method. The Company uses the Black-Scholes-Merton (“BSM”)        option-pricing model to determine the fair-value of stock-based awards under SFAS        No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123,        Accounting for Stock-Based Compensation. The Company has elected the modified prospective        transition method as permitted by SFAS No. 123R and accordingly prior periods have not        been restated to reflect the impact of SFAS No. 123R. The modified prospective        transition method requires that stock-based compensation expense be recorded for all new        and unvested stock options, restricted stock, restricted stock units, and employee stock        purchase plan shares that are ultimately expected to vest as the requisite service is        rendered beginning on January 1, 2006 the first day of the Company’s fiscal year        2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based        on the grant date fair-value as determined under the pro forma provisions of SFAS        No. 123. As the Company did not grant any stock options in 2005, no pro forma        information is provided.

 

Prior to        the adoption of SFAS No. 123R, the Company measured compensation expense for its        employee stock-based compensation plans using the intrinsic value method prescribed by APB        Opinion No. 25. The Company applied the disclosure provisions of SFAS No. 123 as        amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition        and Disclosure, as if the fair-value-based method had been applied in measuring        compensation expense. Under APB Opinion No. 25, when the exercise price of the        Company’s employee stock options was equal to the market price of the underlying        stock on the date of the grant, no compensation expense was recognized.

 

The Company        accounts for equity instruments issued in exchange for the receipt of goods or services        from other than employees in accordance with SFAS No. 123 and the conclusions reached by        the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured        at the estimated fair market value of the consideration received or the estimated fair        value of the equity instruments issued, whichever is more reliably measurable. The value of        equity instruments issued for consideration other than employee services is determined on        the earliest of a performance commitment or completion of performance by the provider of        goods or services as defined by EITF 96-18.

 

F-12

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(g)Recent Accounting Pronouncements 

In February        2006 the Financial Accounting Standards Board (FASB) issued Statement of Financial        Standards No. 155 Accounting for Certain Hybrid Financial Instruments — an        amendment of FASB Statements No. 133 and 140 (SFAS 155). This standard permits        fair value remeasurement for any hybrid financial instrument that contains an embedded        derivative that otherwise would require bifurcation. SFAS 155 allows an entity to make        an irrevocable election to measure such a hybrid financial instrument at fair value on an        instrument-by-instrument basis. The standard eliminates the prohibition on a QSPE from        holding a derivative financial instrument that pertains to a beneficial interest other than        another derivative financial instrument. SFAS 155 also clarifies which interest-only        and principal-only strips are not subject to the requirements of SFAS 133, as well as        determines that concentrations of credit risk in the form of subordination are not embedded        derivatives. SFAS 155 is effective for all financial instruments acquired or issued        after the beginning of the fiscal year that begins after September 15, 2006. Adoption        of SFAS 155 is not expected to have a material impact on our consolidated financial        position or results of operations.

In        July 2006, the Financial Accounting Standards Board (“FASB”) issued        Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in        Income Taxes,” which clarifies the accounting for uncertainty in income taxes        recognized in the financial statements in accordance with FASB Statement No. 109,        “Accounting for Income Taxes.” FIN 48 provides guidance on the financial        statement recognition and measurement of a tax position taken or expected to be taken in a        tax return. FIN 48 also provides guidance on derecognition, classification, interest and        penalties, accounting in interim periods, disclosures, and transition. FIN 48 becomes        effective beginning with our first quarter 2007 fiscal period. We are currently evaluating        the impact of this standard on our Consolidated Financial Statements.

In        September 2006, the FASB issued FASB Statement of Financial Accounting Standards        (“SFAS”) No. 157, Fair Value Measurements, which establishes a framework        for reporting fair value and expands disclosures about fair value measurements. SFAS        No. 157 becomes effective beginning with our first quarter 2008 fiscal period. We are        currently evaluating the impact of this standard on our Consolidated Financial        Statements.

In        September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for        Defined Benefit Pension and Other Postretirement Plans. Effective for our fiscal year        ending 2006, we will be required to fully recognize the assets and obligations associated        with our defined benefit plans. Effective for fiscal year ending 2008, we will be required        to measure a plan’s assets and liabilities as of the end of the fiscal year instead        of our current measurement date of September 30. We are currently evaluating the impact of        this standard on our Consolidated Financial Statements.

In February        2007, the FASB issued SFAS No. 159, The Fair Value option for Financial Assets and        Financials Liabilities – Including an Amendment of FASB No. 115. This statements        objective is to improve financial reporting by providing the Company with the opportunity        to mitigate volatility in reported earnings caused by measuring related assets and        liabilities differently without having to apply complex hedge accounting provisions. This        statement is expected to expand the use of fair value measurement, which is consistent with        the FASB’s long-term measurement objective for accounting for financial instruments.        The adoption of SFAS 159 did not have an impact on the Company’s financial        statements. The Company presently comments on significant accounting policies (including        fair value of financial instruments) in Note 2 to the financial statements.

 

F-13

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 2        – Summary of Significant Accounting Policies (continued)

 

(g)Recent Accounting Pronouncements (continued) 

In December        2007, the FASB issued SFAS No. 160, Non-controlling interests in Consolidated Financial        Statements – An amendment of ARB No. 51. This statements objective is to improve the        relevance, comparability, and transparency of the financial information that a reporting        entity provides in its consolidated financial statements by establishing accounting and        reporting standards that require ownership interests in the subsidiaries held by parties        other than the parent be clearly identified. The adoption of SFAS 160 did not have an        impact on the Company’s financial statements.

In December        2007, the FASB issued SFAS No. 141 (revised), Business Combinations. This revision        statements objective is to improve the relevance, representational faithfulness, and        comparability of the information that a reporting entity provides in its effects on        recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised)        did not have an impact on the Company’s financial statements.

Note 3        – Due to Related Parties 

 

Related        party payables consist of the following:

 

|                                                                                               |   | December 31, |   | December 31, |
|----------------------------------------------------------------------------------------------------|--------|--------------|--------|--------------|
|                                                                                               |   | 2007         |   | 2006         |
| Unsecured payable to a director and officer                                                        |   | 7,000        |   | 1,500        |
| Unsecured payable to a shareholder with no specific terms                        and due on demand |   | 356,100      |   | 241,500      |
|                                                                                               | $      | 363,100      | $      | 243,000      |

 

 

The amounts        due to related parties are shown in current liabilities.

F-14

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 4        – Related Party Transactions 

 

The        following represents related party transactions paid or accrued during the years ended        December 31, 2007 and 2006.

 

|                                                                                |   | Years ended  |
|-------------------------------------------------------------------------------------|--------|--------------|
|                                                                                |   | December 31, |
|                                                                                |   | 2007         |   | 2006 |   |
| Consulting fees paid or accrued to a director                                       | $      | 31,500       | $ | 24,000 |   |
| Consulting fees paid or accrued to a significant                        shareholder |   | 60,000       |   | 60,000 |   |
| Rent paid or accrued to a significant shareholder                                   |   | 12,000       |   | 12,000 |   |
|                                                                                | $      | 103,500      | $ | 96,000 |   |

 

 

The above        transactions are in the normal course of operation and are measured at the exchange amount,        which is the amount of consideration established and agreed to by the related        parties.

 

Note 5        – Income Taxes 

 

The Company        has incurred an operating loss in the year ended December 31, 2007 that may be available to        offset future taxable income. The Company has adopted Financial Accounting Standards No.        109, which requires the recognition of deferred tax liabilities and assets for the expected        future tax consequences of events that have been included in the financial statements or        tax returns. Under this method, deferred tax liabilities and assets are determined based on        the difference between financial statements and tax bases of assets and liabilities using        enacted tax rates in effect for the year in which the differences are expected to reverse.        Temporary differences between taxable income reported for financial reporting purposes and        income tax purposes are insignificant.

 

Components of deferred tax assets as of December 31, 2007 and 2006        respectively are as follows:

 

|                             |   | As of December 31 |
|----------------------------------|--------|-------------------|
|                             |   | 2007              |   | 2006 |
| Net operating loss carry forward | $      | 1,640,000         | $ | 1,572,000 |
| Valuation allowance              | $      | (1,640,000)       | $ | (1,572,000) |
| Net deferred tax asset           | $      | -                 | $ | - |

 

The        Company’s net operating loss carry forwards may be available to reduce future        years’ taxable income and will expire commencing 2015.

 

 

F-15

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 5        – Income Taxes (continued) 

 

The        components of current income tax expense as of December 31, 2007 and 2006 respectively are        as follows:

|                        |   | As of December 31    |
|-----------------------------|--------|----------------------|
|                        |   | 2007                 |   |   | 2006 |
|                        |   | -------------------- |   |   | -------------------- |
| Current federal tax expense | $      | -                    |   | $ | - |
| Current state tax expense   | $      | -                    |   | $ | - |
| Change in NOL benefits      | $      | -                    |   | $ | - |

 

 

Note 6        – Capital Stock

 

During the        year ended December 31, 2007, the Company issued 1,000,000 common shares for cash of        $10,000.

 

There were        no changes in share capital for the year ended December 31, 2006.

 

During the        year ended December 31, 2005:

 

|   | **•** | The Company issued 1,000,000 shares of common stock to a                        significant shareholder in exchange for consulting services valued at                        $10,000. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The Company issued 12,493,300 shares of common stock for                        cash of $124,933. |
|--------|------------|---------------------------------------------------------------------------------------------------|

 

The Company        has not issued any stock options or warrants to date.

 

Note 7        – Supplemental Cash Flow Information 

 

Actual        amounts paid for interest and income taxes for the years ended December 31, 2007 and 2006        are as follows:

 

|         | Years ended December 31, |
|--------------|--------------------------|
|         |                     | 2007 |   | 2006 |
| Interest     | $                        | - | $ | - |
| Income taxes | $                        | - | $ | - |

 

 

During the        year ended December 31, 2007, the Company did not have any other significant non-cash        transactions.

 

During the        year ended December 31, 2006, the Company did not have any other significant non-cash        transactions.

 

F-16

 

----

 

**ASP        VENTURES CORP.**

**(A        Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**December 31, 2007**

 

Note 8        – Default Judgment

 

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

 

Judgment        was in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724 with interest        accruing at 12% per annum on $525,000.

 

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

 

As of        December 31, 2007 and December 31, 2006, principal and interest accrued with respect to the        Default Judgment was $816,387 and $753,387 respectively.

 

Note 9        – Commitments

 

The Company        does not have any commitments.

F-17

 

----

 

| **ITEM 9.** | **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                        ACCOUNTING AND FINANCIAL DISCLOSURE** |
|-------------|-----------------------------------------------------------------------------------------------------------------|

 

None.

 

| **ITEM 9A.** | **CONTROLS AND PROCEDURES (ITEM 9A (T))** |
|--------------|-------------------------------------------|

 

**Management's Annual Report on Internal Control over Financial        Reporting**

 

The        Company’s management, including our chief executive officer and chief financial        officer, is responsible for establishing and maintaining adequate internal control over our        financial reporting. Internal control over financial reporting is a process designed by, or        under the supervision of, our chief executive and chief financial officer and implemented        by our board of directors, management and other personnel, to provide reasonable assurance        regarding the reliability of financial reporting and the preparation of financial        statements for external purposes in accordance with generally accepted accounting        principles and includes those policies and procedures that: (i) pertain to the        maintenance of records that, in reasonable detail, accurately and fairly reflect the        transactions and dispositions of our assets; (ii) provide reasonable assurance that        transactions are recorded as necessary to permit preparation of financial statements in        accordance with generally accepted accounting principles, and that our receipts and        expenditures are being made only in accordance with authorizations of our management and        directors; and (iii) provide reasonable assurance regarding prevention or timely        detection of unauthorized acquisition, use or disposition of our assets that could have a        material effect on the financial statements. Because of their inherent limitations,        internal control over financial reporting may not prevent or detect misstatements. Also,        projections of any evaluation of effectiveness to future periods are subject to the risk        that controls may become inadequate because of changes in conditions, or that the degree of        compliance with the policies or procedures may deteriorate.

 

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we conducted an evaluation of the effectiveness of        our internal control over financial reporting based on the framework in*Internal Control* *— Integrated Framework*issued by the        Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation,        our management concluded that our internal control over financial reporting was ineffective        as of December 31, 2007.

 

This annual        report does not include an attestation report of our registered public accounting firm        regarding internal control over financial reporting. Management's report was not subject to        attestation by our registered public accounting firm pursuant to temporary rules of the        Commission that permit us to provide only the management’s report in this Form        10-K.

 

**Changes in Internal Controls over Financial Reporting**

 

During the        period ended December 31, 2007, there has been no change in internal control over financial        reporting that has materially affected, or is reasonably likely to materially affect our        internal control over financial reporting.

 

| **9B.** | **OTHER INFORMATION** |
|---------|-----------------------|

 

None.

 

 

17

 

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**PART        III**

 

| **ITEM 10.** | **DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE                        GOVERNANCE** |
|--------------|------------------------------------------------------------------------------------|

 

**Officers and Directors**

 

The        following table sets forth the name, age and position of each director and executive        officer of the Company:

 

| ***Name***         | ***Age*** | ***Year***

***Elected/Appointed*** | ***Positions Held***                                                |
|--------------------|-----------|-------------------------------------|---------------------------------------------------------------------|
| Nora Coccaro  | 50        | 2005                                |  

CEO, CFO, PAO, and director

                          |

 

***Nora        Coccaro***was appointed to our Board of Directors on November        22, 2005 and serves as the Company’s chief executive officer, chief financial        officer, and principal accounting officer. Ms. Coccaro will serve as a director until the        next annual meeting of the Company’s shareholders or until such time as a successor        is elected and qualified.

 

Ms. Coccaro        attended medical school at the University of Uruguay before becoming involved in the        management of public entities. Ms. Coccaro serves with the following companies:

 

| **•** | an officer and director (April 1999 to present) of                        Providence Resources, Inc., an OTC: BB quoted company involved in                        exploration for oil and gas, |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | an officer and director (December 2005 to present) of                        Newtech Resources, Inc., an OTC:BB quoted company without operations,                        and |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | an officer and director (March 2007 to present) of                        Enwin Resources, Inc, an OTC: BB quoted company without                        operations. |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Ms. Coccaro        has also served as follows:

 

| **•** | an officer and director (February 2000 to January 2004) of                        SunVesta Inc. (formerly OpenLimit, Inc.), an OTC: BB quoted company                        formerly involved in credit card encryption technology, and |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | an officer and director (January 2000 to June 2007)                        and |
|------------|--------------------------------------------------------------------------------|

| **•** | a director (February 2004 to March 2007) of Solar                        Energy Limited an OTC:BB quoted company involved in the development of                        alternative sources of energy. |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Between        September 1998 and December 2005 Ms. Coccaro acted as the Consul of Uruguay to Western        Canada.

 

No other        persons are expected to make any significant contributions to the Company’s executive        decisions who are not executive officers or directors of the Company.

 

Directors        currently are not reimbursed for out-of-pocket costs incurred in attending meetings and no        director receives any compensation for services rendered as a director. The Company may        adopt a provision for compensating directors in the future.

 

 

18

 

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***Term        of Office***

 

Our        directors are appointed for a one (1) year term to hold office until the next annual        meeting of our shareholders or until removed from office in accordance with our bylaws. Our        executive officers are appointed by our board of directors and hold office until removed by        the board.

 

***Director Independence***

 

The Company        is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have        director independence requirements. However, for purposes of determining director        independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ        Rule 4200(a)(15) states that a director is not considered to be independent if he or she is        also an executive officer or employee of the corporation. Accordingly, we have no        independent directors.

 

***Involvement in Certain Legal Proceedings***

 

To the best        of our knowledge, during the past five years, none of the following occurred with respect        to a present or former director, executive officer, or employee: (1) any bankruptcy        petition filed by or against any business of which such person was a general partner or        executive officer either at the time of the bankruptcy or within two years prior to that        time; (2) any conviction in a criminal proceeding or being subject to a pending criminal        proceeding (excluding traffic violations and other minor offences); (3) being subject to        any order, judgment or decree, not subsequently reversed, suspended or vacated, of any        court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending        or otherwise limiting his or her involvement in any type of business, securities or banking        activities; and (4) being found by a court of competent jurisdiction (in a civil action),        the Commission or the Commodities Futures Trading Commission to have violated a federal or        state securities or commodities law, and the judgment has not been reversed, suspended or        vacated.

 

**Compliance with Section 16(A) of the Exchange Act**

 

Based        solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are not aware of any        persons who, during the period ended December 31, 2007, failed to file, on a timely basis,        reports required by Section 16(a) of the Securities Exchange Act of 1934, except as        follows:

 

| **•** | Abdul Majeed Ismail Ali Al Fahim failed to file a Form 5                        despite being the beneficial owner of more than ten percent of the common                        stock of the Company. |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | Nora Coccaro failed to file a Form 3 despite being an                        officer and director of the Company. |
|------------|-------------------------------------------------------------------------------------------------------------------|

 

**Code        of Ethics**

 

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

 

 

 

19

 

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**Board        of Directors Committees**

 

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

 

The board        of directors has not established a compensation committee.

 

| **ITEM 11.** | **EXECUTIVE COMPENSATION** |
|--------------|----------------------------|

 

**Compensation Discussion and Analysis**

 

The        objective of the Company’s compensation program is to provide compensation for        services rendered as an executive officer. Our salaries are designed to retain the services        of our executive officer. Salary is currently the only type of compensation we utilize in        our compensation program. We utilize this form of compensation because we feel that it is        adequate to retain and motivate our executive officer. The amounts we deem appropriate to        compensate our executive officer are determined in accordance with market forces; we have        no specific formula to determine compensatory amounts at this time. While we have deemed        that our current compensatory program and the decisions regarding compensation are easy to        administer and are appropriately suited for our objectives, we may expand our compensation        program to any additional future employees to include options and other compensatory        elements.

 

**Tables**

 

The        following table provides summary information for the years 2007, and 2006 concerning cash        and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief        executive officer and (ii) any other employee to receive compensation in excess of        $100,000.

 

| ***Summary Compensation Table***         |
|------------------------------------------|
| Name and Principal Position              | Year | Salary

($) | Bonus

($) | Stock Awards

($) | Option

Awards

($) | Non-Equity Incentive Plan Compensation

($) | Change in Pension Value and Nonqualified Deferred                        Compensation

($) | All Other Compensation

($)

                          | Total

($) |
| Nora Coccaro

CEO, CFO, PAO and director | 2007

2006

                         

                          | 31,500

24,000

                         

                          | -

-

                          | -

-

                         

                          | -

-

                          | -

-

                          | -

-

                          | -

-

                          | 31,500

24,000

                         

                          |

 

We have no        “Grants of Plan-Based Awards”, “Outstanding Equity Awards at Fiscal        Year-End”, “Option Exercises and Stock Vested”, “Pension        Benefits”, or “Nonqualified Deferred Compensation”. Nor do we have any        “Post Employment Payments” to report.

         

20

 

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| **ITEM 12.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                        MANAGEMENT AND RELATED STOCKHOLDER MATTERS** |
|--------------|---------------------------------------------------------------------------------------------------------------------------|

 

The        following table sets forth certain information concerning the ownership of the        Company’s 42,071,069 shares of common stock issued and outstanding as of April 4,        2008, with respect to: (i) all directors; (ii) each person known by us to be the beneficial        owner of more than five percent of our common stock; and (iii) our directors and executive        officers as a group.

 

| ***Names and Addresses of Managers and Beneficial                        Owners***                                                      | ***Title of Class*** | ***Number of Shares*** | ***Percent of***

***Class*** |
|-----------------------------------------------------------------------------------------------------------------------------------------|----------------------|------------------------|-------------------------------|
| Nora Coccaro, director and executive officer

2610-1066 West Hastings Street Vancouver, British Columbia,                        Canada | Common               | 0                      | 0.0%                          |
| Shafiq Nazerali

2610-1066 West Hastings Street Vancouver, British Columbia,                        Canada                              | Common               | 3,410,462              | 8.3%                          |
| Abdul Majeed Ismail Ali Al Fahim

2610-1066 West Hastings Street Vancouver, British Columbia,                        Canada             | Common               | 5,000,000              | 12.2%                         |
| Officer and directors (1) as a group                                                                                                    | Common               | 0                      | 0.0%                          |

 

| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED                        TRANSACTIONS** |
|--------------|---------------------------------------------------------------------------|

 

None of our        directors or executive officers, nor any proposed nominee for election as a director, nor        any person who beneficially owns, directly or indirectly, shares carrying more than 5% of        the voting rights attached to all of our outstanding shares, nor any members of the        immediate family (including spouse, parents, children, siblings, and in-laws) of any of the        foregoing persons has any material interest, direct or indirect, in any transaction since        the beginning of our last fiscal year or in any presently proposed transaction which, in        either case, has or will materially affect us, except those listed below.

 

During 2007        the Company paid consulting fees of $60,000 and rent of $1,000 per month to Shafiq        Nazerali, a significant shareholder.

 

During 2007        the Company paid consulting fees of $31,500 to Nora Coccaro, the Company’s sole        director and executive officer.

 

At December        31, 2007, the Company had an unsecured payable to Ms. Coccaro totaling $7,000.

 

At December        31, 2007, the Company had an unsecured payable to a Company shareholder, Shafiq Nazerali,        with no specific terms, due on demand, totaling $356,100.

 

 

 

 

21

 

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| **ITEM 14.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES** |
|--------------|--------------------------------------------|

 

***Fees        and Services***

 

Chisholm,        Bierwolf & Nilson LLP (“Chisholm”) provided audit services to the Company        in connection with its annual report for the fiscal year ended December 31, 2007. Dale        Matheson Carr-Hilton LaBonte LLP (“Dale”) provided audit services to the        Company in connection with its annual report for the fiscal year ended December 31, 2006.        The following is an aggregate of fees billed for each of the last fiscal years for        professional services rendered by our principal accountants:

 

|                                                                                                                 | ***2007 Chisholm*** | ***2006***

***Dale*** |
|----------------------------------------------------------------------------------------------------------------------|---------------------|------------------------|
| Audit fees - auditing of our annual financial statements and                        preparation of auditors' report. | $16,000             | $20,500                |
| Audit-related fees - review of quarterly financial                        statements.                                | -                   | -                      |
| Tax fees - preparation and filing of three major tax-related                        forms and tax planning.          | -                   | -                      |
| All other fees - other services provided by our principal                        accountants.                        | -                   | -                      |
| Total fees paid or accrued to our principal                        accountants                                       | $16,000             | $    20,500  |

 

***Audit        Committee Pre-Approval***

 

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

 

 

 

 

 

 

 

 

 

 

22

 

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| **ITEM 15.** | **EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** |
|--------------|------------------------------------------------|

 

***(a)        Financial Statements***

 

The        following documents are filed under “*Item 8. Financial        Statements and Supplementary Data,*” pages F-1 through F-16,        and are included as part of this Form 10-K:

         

|   | Financial Statements of the Company for the years ended                        December 31, 2007 and 2006: |
|--------|------------------------------------------------------------------------------------------------------------|

         

|   | Reports of Independent Registered Public Accounting                        Firms |
|--------|----------------------------------------------------------------------------------|

Balance Sheets

Statements of Income

Statementsof Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

         

***(b)        Exhibits***

         

The        exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to        Exhibits on page 25 of this Form 10-K, and are incorporated herein by this        reference.

         

***(c)        Financial Statement Schedules***

 

We are not        filing any financial statement schedules as part of this Form 10-K because such schedules        are either not applicable or the required information is included in the financial        statements or notes thereto.

 

 

 

23

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act of 1934, the registrant        caused this report to be signed on its behalf by the undersigned thereunto duly authorized        this 4th day of April, 2008.

 

**ASP VENTURES CORP.**

 

 

/s/ Nora Coccaro

Nora Coccaro

Chief Executive Officer, Chief Financial Officer and Principal Accounting        Officer

 

 

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/ Nora Coccaro | Director | April 4, 2008 |
|--------|------------------|----------|---------------|

Nora Coccaro

         

 

24

 

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**INDEX        TO EXHIBITS**

 

| ***Exhibit*** | ***Description*** |
|---------------|-------------------|

         

| 3 (i)(a) * | Articles of Incorporation of the Company (incorporated by                        reference to the Form 10-SB filed with the Securities and Exchange                        Commission on December 21, 1999). |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3 (i)(b) * | Amended Articles of Incorporation of the Company                        (incorporated by reference to the Form 10-SB filed with the Securities and                        Exchange Commission on December 21, 1999). |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(c) * | Amended Articles of Incorporation (incorporated 10-QSB filed                        with the Securities and Exchange Commission on August 10, 2007. |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| 3 (ii) * | Bylaws of the Company (incorporated by reference to the Form                        10-SB filed with the Securities and Exchange Commission on December 21,                        1999). |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 14 * | Code of Ethics adopted March 30, 2004 (incorporated by                        reference to the Form 10-KSB/A filed with the Securities and Exchange                        Commission on April 2, 2004). |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31 | Certification of the Chief Executive                        Officer and Chief Financial Officer pursuant to Rule 13a-14 of the                        Securities and Exchange Act of 1934, as amended, as adopted pursuant to                        Section 302 of the Sarbanes-Oxley Act of 2002. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 32 | Certification of the Chief Executive                        Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as                        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| * | Incorporated by reference to previous filings of the                        Company. |
|---|--------------------------------------------------------------------------------------|