UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

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

For the year ended December 31, 2001

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

For the transition period from    _____________  to  _____________

Commission file number  000-28589



|ASP VENTURES CORP.
(Exact name of small business issuer
as specified in its charter)                    
|--------------------------------------------------------------------------------------------------------
|                                                                                                        
|FLORIDA
(State or other jurisdiction
of incorporation or organization)                                  
|                                                                                                        
|1177 West Hastings Street, #1818, Vancouver, BC,
Canada V6E 2K3
(Address of principal executive offices)
|                                                                                                        
|(604) 602-1717
(Issuer's telephone number)                                                              

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



|Title of Each Class            | Name of Each Exchange on WhichEach Class is Registered
|------------------------------ | ------------------------------------------------------
|Common Stock, $0.001 Par Value | OTC Bulletin Board                                    

Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. YesX   No

Check if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this FORM 10-KSB
or any amendment to this FORM 10-KSB ( ).

The issuer's revenues for its most recent fiscal year were
$13.

---

The aggregate market value of the issuer's voting stock held
as of December 31, 2001 by non-affiliates of the issuer, based upon the closing
sale price on that date, was approximately $315,000 based upon the quoted price
on that date.

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

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

Yes X   
No

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common equity, as of the
latest practicable date:

3,150,000 as of March 27, 2002

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

---

ASP VENTURES CORP.

FORM 10-KSB

TABLE OF CONTENTS



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

i

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PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Business Development.

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

Business of ASP Ventures Corp.

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

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

---

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

- On March 5, 2001, we entered into a non-binding
Memorandum of Understanding to purchase all of the issued and outstanding stock
of Promerita, Inc., a company listed on the OTC Bulletin Board.   Promerita is
in the healthcare supply industry, operating an internet exchange for the sale
of medical and ophthalmic supplies to businesses.  The Memorandum of
Understanding with Promerita was contingent upon several factors, including
obtaining the approval of Promerita's shareholders, obtaining the approval of
our shareholders, satisfactorily completing our due diligence review, and
agreement on definitive contractual documents.  On June 11, 2001, we accepted a
request by Promerita to terminate the Memorandum of Understanding agreement
initially executed with Promerita and certain of the shareholders of Promerita
on March 5, 2001.

Reports to Securities Holders

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

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



ITEM 2.   DESCRIPTION OF PROPERTY

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

ITEM 3.   LEGAL PROCEEDINGS

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

2

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

No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the quarter ended
December 31, 2001.

PART II

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

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

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

OTC BULLETIN BOARD AND "PINK SHEETS"



|FISCAL QUARTER    | HIGH                         | LOW  
|----------------- | ---------------------------- | -----
|5/29/98*-6/30/98  | No quotes during this period
|7/1/98-9/30/98    | 0.375                        | 0.375
|10/1/98-12/31/98  | 0.50                         | 0.25 
|1/1/99-3/31/99    | 1.75                         | 0.25 
|4/1/99-6/30/99    | 5.00                         | 1.75 
|7/1/99-8/31/00    | Not available **            
|9/1/00***-9/30/00 | 1.50                         | 0.40 
|10/1/00-12/31/00  | 2.375                        | 0.375
|01/01/01-03/31/01 | 1.0625                       | 0.46 
|04/01/01-06/30/01 | 0.875                        | 0.25 
|07/01/01-09/30/01 | 0.25                         | 0.10 
|10/01/01-12/31/01 | 0.12                         | 0.06 
|                  |                             

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

Holders.  As of December 31, 2001, we had
approximately 4 shareholders of record and 3,150,000 shares of common stock
outstanding.

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

3

---

Recent Sales of Unregistered Securities.  We made no
sales of unregistered securities during the fiscal year ended December 31,
2001.

ITEM 6.   PLAN OF OPERATION.

We are not currently engaged in any business.  On March 5,
2001, we entered into a non-binding Memorandum of Understanding to purchase all
of the issued and outstanding stock of Promerita, Inc., a company listed on the
OTC Bulletin Board.   Promerita is in the healthcare supply industry, operating
an internet exchange for the sale of medical and ophthalmic supplies to
businesses.  The Memorandum of Understanding with Promerita was contingent upon
several factors, including obtaining the approval of Promerita's shareholders,
obtaining the approval of our shareholders, satisfactorily completing our due
diligence review, and agreement on definitive contractual documents.  On June
11, 2001, we accepted a request by Promerita to terminate the Memorandum of
Understanding agreement initially executed with Promerita and certain of the
shareholders of Promerita on March 5, 2001.

We continue to seek projects of merit and if we require
additional capital in connection with any potential acquisition, we plan to
raise such additional funds through the private placement of common stock.

ITEM 7.   FINANCIAL STATEMENTS

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

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

There were no disagreements with our accountants, whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which if not resolved
would have caused our accountants to make reference to the subject matter of the
disagreement(s) in connection with its report.

By letter received on April 27, 2001, Deloitte & Touche
resigned as our principal independent accountants effective May 15, 2001. The
reports of Deloitte & Touche on our financial statements for the past two
fiscal years did not contain any adverse opinions or disclaimers of opinion and
were not modified as to uncertainty, audit scope, or accounting principles.
There were no disagreements with our former accountant, whether or not resolved,
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which if not resolved would have
caused our former accountant to make reference to the subject matter of the
disagreement(s) in connection with its report.

The Company retained Davidson & Company to act as our
principal independent accounts effective May 15, 2001.

4

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PART III.

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

Our current director and officer, who will serve until our
next annual meeting, or until his successors are elected or appointed and
qualified, is as follows:





|NAME        | AGE | YEAR ELECTED | OFFICE HELD
|----------- | --- | ------------ | -----------
|            |     |              |            
|Ross Wilmot | 58  | 1999         | President  

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

We have no other officers or employees.

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

5

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

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

We are not aware of any failure by an officer, director or
beneficial owner of more than 10% of the Company's common stock to file timely
with the Securities and Exchange Commission any Forms 3, 4 or 5 relating to the
fiscal year ended December 31, 2001.

ITEM 10.   EXECUTIVE COMPENSATION

Compensation Generally. Our



|SUMMARY COMPENSATION TABLE        
|----------------------------------
|Name and PrincipalPosition        
|Ross Wilmot
President and Director

*  These amounts were billed by Cedarwoods Group
for services provided by Mr. Wilmot at rates referenced under the Compensation
Generally section above.  As of December 31, 2001, we have accrued $40,510 as a
liability that relates to these two fiscal years.

Option/SAR Grants. We did not grant any options or
stock appreciation rights to our officer or director during the last fiscal
year.

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

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

6

---

Compensation of Directors. No direct compensation to
our director was paid or authorized by our board of directors during the fiscal
year ended December 31, 2001.

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

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

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

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



|Title of Class | Name and Address                                                                              | Number of Shares OwnedAs of December 31, 2001 | % of Class
|-------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------- | ----------
|               |                                                                                               |                                               |           
|Common         | Terra Healthy Living Ltd.
Pasea Estate
P.O. Box 958
Road Town, Tortola
British Virgin Islands | 300,000                                       | 9.5       
|Common         | Triple Tree Venture
CIBC House
Rue du Pre 2-3 St. Pete
Guernsey, Channel Islands              | 300,000                                       | 9.5       
|Common         | VTZ
P.O. Box 6139
CH-8023 Zurich
Switzerland                                                  | 300,000                                       | 9.5       

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



|Title of Class | Name and Address                                                 | Number of Shares OwnedAs of December 31, 2001 | % of Class
|-------------- | ---------------------------------------------------------------- | --------------------------------------------- | ----------
|               |                                                                  |                                               |           
|N/A            | Ross Wilmot
1177 West Hastings Street
#1818
Vancouver, BC
Canada | 0                                             | 0         

Change in Control

7

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ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended December 31, 2001, we accrued
$10,510 in management fees to the Cedarwoods Group, a company controlled by our
president, Mr. Ross Wilmot, for services provided. Payment of these management
fees was approved by our board of directors.

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

| | F-1     |  | Audited Financial Statements as of December 31, 2001,
including audited balance sheet, and audited statements of income, cash flows,
and changes in stockholders' equity.
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |  |                                                                                                                                                                          
| | 3(i)(a) |  | Articles of Incorporation of Airsupport Services Corp.
(incorporated by reference to the Form 10-SB filed on December 21, 1999)                                          
| |         |  |                                                                                                                                                                          
| | (b)     |  | Amendment to Articles of Incorporation of Airsupport Services
Corp., dated February 20, 1998. (incorporated by reference to the Form 10-SB
filed on December 21, 1999)   
| |         |  |                                                                                                                                                                          
| | 3(ii)   |  | Bylaws. (incorporated by reference to the Form 10-SB filed on
December 21, 1999)                                                                                         

8

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SIGNATURES

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



|                         | ASP VENTURES CORP.                    
|------------------------ | --------------------------------------
|                         |                                       
|Date:     March 27, 2002 | /s/ Ross Wilmot
Ross Wilmot, President

9

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INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
ASP Ventures Corp.
(A Development Stage Company)We have audited the accompanying balance sheet
of ASP Ventures Corp. as at December 31, 2001 and the related statements of
operations, stockholders' deficiency and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.  The financial statements of the Company as at December 31, 2000
and for the year then ended were examined by other auditors whose report dated
March 16, 2001, expressed an unqualified opinion on these statements.
We conducted our audit in accordance with generally accepted
auditing standards in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and the significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at December 31, 2001 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles
in the United States of America.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements, unless the Company attains further
profitable operations and/or obtains additional financing, there is substantial
doubt about the Company's ability to continue as a going concern.  Management's
plans in regards to these matters are discussed in Note 2.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

|Vancouver, Canada
February 27, 2002 | /s/ Signed
Chartered Accountants
|----------------------------------- | --------------------------------

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ASP VENTURES CORP.

---

|                     |      |       |       |  |     | 2001 |  |  | 2000 | 
|-------------------- | ---- | ----- | ----- |  | --- | ---- |  |  | ---- | 
|ASSETS               |      |       |       |  |     |     
|Current              |      |       |       |  |     |     
|                     | Cash | $     | 1,030 |  | $   | 446  | 
|Total current assets | $    | 1,030 |       |  | 446 |     

---

|                                               |                                                   |            |                                                                   |   |       |          |   |       |  | 
|---------------------------------------------- | ------------------------------------------------- | ---------- | ----------------------------------------------------------------- | - | ----- | -------- | - | ----- |  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY       |                                                   |            |                                                                   |   |       |         
|Current                                        |                                                   |            |                                                                   |   |       |         
|                                               | Accounts payable and accrued liabilities          | $          | 287,887                                                           |   | $     | 166,830  |  
|                                               | Notes payable (Note 4)                            |            | 125,011                                                           |   |       | 113,312  |  
|                                               | Total current liabilities                         |            | 412,898                                                           |   |       | 280,142  |  
|                                               |                                                   |            |                                                                   |   |       |          |   |       |  | 
|Stockholders' deficiency                       |                                                   |            |                                                                   |   |       |         
|                                               | Common stock (Note 5)                             |            |                                                                   |   |       |          |  
|                                               |                                                   | Authorized |                                                                   |   |       |          |   |      
|                                               |                                                   |            | 50,000,000 common shares, par value of $0.001
(2000 - 50,000,000) |   |       |          |   |       | 
|                                               |                                                   | Issued     |                                                                   |   |       |          |   |      
|                                               |                                                   |            | 3,150,000 common shares (2000 - 3,150,000)                        |   | 3,150 |          |   | 3,150 | 
|                                               | Additional paid-in capital                        |            | 464,850                                                           |   |       | 464,850  |  
|                                               | Deficit accumulated during the development stages |            | (879,868                                                          | ) |       | (747,696 | )
|                                               | Total stockholders' deficiency                    |            | (411,868                                                          | ) |       | (279,696 | )
|Total liabilities and stockholders'
deficiency | $                                                 | 1,030      |                                                                   | $ | 446   |         

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History and organization of the Company (Note 1)

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

---

ASP VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)

---

| |  |  | From Start of
Development
Stage on
May 15,
1998 to
December 31,
2001 |  |  | Year Ended
December 31,
2001 |  |  | Year Ended
December 31,
2000 | 
| |  |  | -------------------------------------------------------------------- |  |  | ---------------------------- |  |  | ---------------------------- | 

---

|EXPENSES                |                                    |          |         |   |          |        |   |          |       
|----------------------- | ---------------------------------- | -------- | ------- | - | -------- | ------ | - | -------- | ------
|                        | Bad debts                          | $        | 182,231 |   | $        | -      |   | $        | 50,000
|                        | Bank charges and interest          |          | 11,856  |   |          | 7,913  |   |          | 2,946 
|                        | Consulting fees                    |          | 275,594 |   |          | 69,630 |   |          | 80,070
|                        | Management fees                    |          | 129,525 |   |          | 10,510 |   |          | 68,250
|                        | Office and miscellaneous           |          | 33,062  |   |          | 16,748 |   |          | 5,677 
|                        | Professional fees                  |          | 222,364 |   |          | 25,710 |   |          | 78,759
|                        | Shareholder relations              |          | 4,569   |   |          | 3,444  |   |          | 1,125 
|                        | Transfer agent and regulatory fees |          | 11,643  |   |          | 1,215  |   |          | 6,944 
|                        | Travel and entertainment           |          | 16,598  |   |          | 232    |   |          | 6,069 
|                        |                                    |          |         |   |          |        |   |          |       
|Loss before other items |                                    | (887,442 | )       |   | (135,402 | )      |   | (300,110 | )     
|                        |                                    |          |         |   |          |        |   |          |       
|OTHER ITEMS             |                                    |          |         |   |          |        |   |          |       
|                        | Interest income                    |          | 4,357   |   |          | 13     |   |          | 280   
|                        | Foreign exchange gain              |          | 3,217   |   |          | 3,217  |   |          | -     
|                        |                                    |          | 7,574   |   |          | 3,230  |   |          | 280   
|                        |                                    |          |         |   |          |        |   |          |       
|Loss for the period     | $                                  | (879,868 | )       | $ | (132,172 | )      | $ | (299,830 | )     

---

|                                 |  |  |  |   |        |  |   |       |  
|-------------------------------- |  |  |  | - | ------ |  | - | ----- | -
|Basic and diluted loss per share |  |  |  | $ | (0.04) |  | $ | (0.10 | )

---

|                                                              |  |  |  |  |           |  |  |           | 
|------------------------------------------------------------- |  |  |  |  | --------- |  |  | --------- | 
|Weighted average number of shares of common stock
outstanding |  |  |  |  | 3,150,000 |  |  | 3,005,342 | 
|                                                              |  |  |  |  |           |  |  |           | 

---

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

---

ASP VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(Expressed in United States Dollars)

---

| | Common Stock             |  |        |  |  |                            |  |  |                                                  | 
| | ------------------------ |  | ------ |  |  | -------------------------- |  |  | ------------------------------------------------ | 
| | Number of 
Common Shares |  | Amount |  |  | Additional
Paid-in
Capital |  |  | Deficit
Accumulated
During the
Development
Stage | 

---

|Balance at May 15, 1998                                        | 5,000     | $ | 5,000  |   | $ | -       |   | $ | (5,000   | ) | $ | -        |  
|-------------------------------------------------------------- | --------- | - | ------ | - | - | ------- | - | - | -------- | - | - | -------- | -
|Change of par value of common
     shares from $1.00 to $0.001 | -         |   | (4,995 | ) |   | 4,995   |   |   | -        |   |   | -        |  
|Subdivision of common shares
     on a 200:1 basis             | 995,000   |   | 995    |   |   | (995    | ) |   | -        |   |   | -        |  
|Loss for the period                                            | -         |   | -      |   |   | -       |   |   | (2,500   | ) |   | (2,500   | )
|Balance at December 31, 1998                                   | 1,000,000 |   | 1,000  |   |   | 4,000   |   |   | (7,500   | ) |   | (2,500   | )
|Private placement                                              | 2,000,000 |   | 2,000  |   |   | 386,000 |   |   | -        |   |   | 388,000  |  
|Loss for the year                                              | -         |   | -      |   |   | -       |   |   | (440,366 | ) |   | (440,366 | )
|Balance at December 31, 1999                                   | 3,000,000 |   | 3,000  |   |   | 390,000 |   |   | (447,866 | ) |   | (54,866  | )
|Shares issued for settlement of
     consulting fees           | 150,000   |   | 150    |   |   | 74,850  |   |   | -        |   |   | 75,000   |  
|Loss for the year                                              | -         |   | -      |   |   | -       |   |   | (299,830 | ) |   | (299,830 | )
|Balance at December 31, 2000                                   | 3,150,000 |   | 3,150  |   |   | 464,850 |   |   | (747,696 | ) |   | (279,696 | )
|Loss for the year                                              | -         |   | -      |   |   | -       |   |   | (132,172 | ) |   | (132,172 | )
|Balance at December 31, 2001                                   | 3,150,000 | $ | 3,150  |   | $ | 464,850 |   | $ | (879,868 | ) | $ | (411,868 | )

---

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

---

ASP VENTURES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)

---

| |  |  | From Start of
Development
Stage on
May 15,
1998 to
December 31,
2001 |  |  | Year Ended
December 31,
2001 |  |  | Year Ended
December 31,
2000 | 
| |  |  | -------------------------------------------------------------------- |  |  | ---------------------------- |  |  | ---------------------------- | 

---

|CASH FLOWS FROM OPERATING ACTIVITIES |                                                              |                                                      |          |         |       |          |         |        |         
|------------------------------------ | ------------------------------------------------------------ | ---------------------------------------------------- | -------- | ------- | ----- | -------- | ------- | ------ | --------
|                                     | Loss for the period                                          | $                                                    | (879,868 | )       | $     | (132,172 | )       | $      | (299,830
|                                     | Items not affecting cash:                                    |                                                      |          |         |       |          |         |        |         
|                                     |                                                              | Accrued interest on notes payable                    |          | 9,168   |       |          | 6,699   |        |         
|                                     |                                                              |                                                      |          |         |       |          |         |        |         
|                                     | Change in non-cash working capital item:                     |                                                      |          |         |       |          |         |        |         
|                                     |                                                              | Increase in accounts payable and accrued liabilities |          | 367,887 |       |          | 121,057 |        |         
|                                     | Net cash used in operating activities                        |                                                      | (502,813 | )       |       | (4,416   | )       |        | (118,151
|                                     |                                                              |                                                      |          |         |       |          |         |        |         
|CASH FLOWS FROM FINANCING ACTIVITIES |                                                              |                                                      |          |         |       |          |         |        |         
|                                     | Issuance of capital stock for cash, net of share issue costs |                                                      | 388,000  |         |       | -        |         |        | -       
|                                     | Notes payable                                                |                                                      | 115,843  |         |       | 5,000    |         |        | 110,843 
|                                     | Net cash provided by financing activities                    |                                                      | 503,843  |         |       | 5,000    |         |        | 110,843 
|                                     |                                                              |                                                      |          |         |       |          |         |        |         
|Change in cash during the period     |                                                              | 1,030                                                |          |         | 584   |          |         | (7,308 | )       
|                                     |                                                              |                                                      |          |         |       |          |         |        |         
|Cash, beginning of period            |                                                              | -                                                    |          |         | 446   |          |         | 7,754  |         
|                                     |                                                              |                                                      |          |         |       |          |         |        |         
|Cash, end of period                  | $                                                            | 1,030                                                |          | $       | 1,030 |          | $       | 446    |         

---

|                                 |                  |   |   |  |   |   |  |   |  
|-------------------------------- | ---------------- | - | - |  | - | - |  | - | -
|Cash paid during the period for: |                  |   |   |  |   |   |  |   |  
|                                 | Interest expense | $ | - |  | $ | - |  | $ | -
|                                 | Income taxes     |   | - |  |   | - |  |   | -

---

Supplemental disclosure with respect to cash flows (Note 8)

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

---

ASP VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS 
(Expressed in United States Dollars)
DECEMBER 31, 2001

---

1.     HISTORY AND ORGANIZATION
OF THE COMPANY

The Company was incorporated under the laws of the State
of Florida on March 23, 1989 and was dormant until 1998 at which time the
Company began to seek viable business opportunities.  The Company is considered
a development stage company.

On May 15, 1998, the Company changed its name from Air
Support Services, Corp. to ASP Ventures Corp.

2.     GOING CONCERN

The Company's financial statements are prepared using the
generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  However, the
Company has no current source of revenue.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
It is management's plan to seek additional capital through equity
financings.

---

| | December 31,
2001 | December 31,
2000
| | ----------------- | -----------------

---

|                                                 |                 |                
|------------------------------------------------ | --------------- | ---------------
|Deficit accumulated during the development
stage | $     (879,868) | $     (747,696)
|Working capital (deficiency)                     | (411,868)       | (279,696)      

---

3.     SIGNIFICANT ACCOUNTING
POLICIES

The financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America.
The significant accounting policies adopted by the Company are as follows:

Use of estimates

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

Foreign currency translation

Transaction amounts denominated in foreign currencies are
translated at exchange rates prevailing at transaction dates.  Carrying values
of monetary assets and liabilities are adjusted at each balance sheet date to
reflect the exchange rate at that date.  Non-monetary assets and liabilities are
translated at the exchange rate on the original transaction date.  Gains and
losses from restatement of foreign currency monetary and non-monetary assets and
liabilities are included in income.  Revenues and expenses are translated at the
rates of exchange prevailing on the dates such items are recognized in
earnings.

---

ASP VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2001

---

3.     SIGNIFICANT ACCOUNTING
POLICIES (cont'd...)

Loss per share

Basic loss per share is computed by dividing income available
to common stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted loss per share takes into consideration
shares of common stock outstanding (computed under basic earnings per share) and
potentially dilutive shares of common stock.

Income taxes

A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expenses (benefit) result from the net change
during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.

Comparative figures

Certain comparative figures have been reclassified to conform
with the current year's presentation.

New accounting pronouncements

In June, 2001, the Financial Accounting Standards Board
("FASB") approved the issuance of Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets".  SFAS No. 141 states that all business combinations should
be accounted for using the purchase method of accounting making the use of the
pooling-of-interest method prohibited.  SFAS No. 141 is effective for business
combinations completed after June 30, 2001.  SFAS No. 142 addresses the
accounting for all purchased intangible assets, but not the accounting for
internally developed intangible assets.  Goodwill will no longer be amortized
but will be reviewed for impairment in accordance with SFAS No. 142.  SFAS No.
142 is effective for fiscal years beginning after December 15, 2001.  Early
adoption is permitted for entities with fiscal years beginning after March 15,
2001.

In July 2001, FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" that records the fair value of the liability for closure
and removal costs associated with the legal obligations upon retirement or
removal of any tangible long-lived assets.  The initial recognition of the
liability will be capitalized as part of the asset cost and depreciated over its
estimated useful life.  SFAS 143 is required to be adopted effective January 1,
2003.

In August 2001, FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121
"Accounting for the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of."  SFAS No. 144 is required to be adopted
effective January 1, 2002.

The adoption of these new pronouncements is not expected to
have a material effect on the Company's financial position or results of
operations.

---

ASP VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2001

---

4.     NOTES PAYABLE

---

| | 2001 | 2000
| | ---- | ----

---

|                 |               |              
|---------------- | ------------- | -------------
|Principal        | $     115,843 | $     110,843
|Accrued interest | 9,168         | 2,469        
|                 |               |              
|                 | $     125,011 | $     113,312

---

As at December 31, 2000, the notes payable were due to two
separate companies that were related to the Company by virtue of a common
director.  As the common director resigned from the Company's Board of Directors
during the year ended December 31, 2001, the notes payable are no longer due to
related parties as at December 31, 2001.

The notes payable are unsecured, bear interest at 6% per
annum and are due on demand.

5.     COMMON STOCK

Common shares

On December 31, 1998, the Company changed the par value of
its common shares from $1.00 per common share to $0.001 per common share.

On December 31, 1998, the Company subdivided its common
shares on a 200:1 basis, thereby increasing the number of outstanding common
shares to 1,000,000 common shares.

On March 26, 1999, the Company issued 2,000,000 common shares
at $0.20 per share for gross proceeds of $400,000, less financing costs of
$12,000.

On December 19, 2000, the Company issued 150,000 shares of
common stock at an agreed value of $75,000 for the settlement of accounts
payable totalling $75,000.

Additional paid-in capital

The excess of proceeds received for common shares over their
par value of $0.001, less share issue costs, is credited to additional paid-in
capital.

6.     RELATED PARTY
TRANSACTIONS

The Company entered into the following transactions with
related parties:

a)     Paid or accrued management
fees of $10,510 (2000 - $40,000) to a company controlled by a director of the
Company.

b)     Paid or accrued secretarial
services of $4,697 (2000 - $Nil) to a company with a common officer.

---

ASP VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2001

---

6.     RELATED PARTY
TRANSACTIONS (cont'd...)

c)     Paid or accrued consulting
fees of $9,630 (2000 - $28,520) to a company controlled by a former director of
the Company.

Included in accounts payable as at December 31, 2001 is
$50,421 (2000 - $40,000) to a company controlled by a director of the
Company, $15,387 (2000 - $Nil) to a company with a common officer and $9,630
(2000 - $Nil) to a company controlled by a former director of the Company.

These transactions were in the normal course of operations
and were measured at the exchange value which represented the amount of
consideration established and agreed to by the related parties.

7.     INCOME TAXES

A reconciliation of income taxes at statutory rates with the
reported taxes is as follows:

---

| | 2001 | 2000
| | ---- | ----

---

|                         |                 |                
|------------------------ | --------------- | ---------------
|Loss before income taxes | $     (132,172) | $     (299,830)

---

|                                                  |                        |                       
|------------------------------------------------- | ---------------------- | ----------------------
|Expected income tax recovery                      | $         44,938       | $       118,433       
|Non-deductible expenses                           | -                      | (439)                 
|Tax loss benefit not recognized for book
purposes | (44,938)               | (117,994)             
|Actual income tax recovery                        | $        
           - | $        
           -

---

The significant components of the Company's
future income tax assets are as follows:

---

| | 2001 | 2000
| | ---- | ----

---

|                             |                        |                       
|---------------------------- | ---------------------- | ----------------------
|Future income tax assets:    |                        |                       
|Operating loss carryforwards | $     296,416          | $     292,159         
|Valuation allowance          | (296,416)              | (292,159)             
|                             |                        |                       
|                             | $        
           - | $        
           -

---

As at December 31, 2001, the Company had operating losses
carried forward of approximately $872,000 for income tax purposes.  The
operating losses may be utilized to reduce future years' taxable income and
begin to expire in 2013.  The benefits of these losses have not been reflected
in these financial statements.

---

ASP VENTURES CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2001

---

8.     SUPPLEMENTAL DISCLOSURE
WITH RESPECT TO CASH FLOWS

There were no significant non-cash transactions for the year
ended December 31, 2001.

The significant non-cash transaction for the year ended
December 31, 2000 consisted of the Company issuing 150,000 shares of common
stock in the amount of $75,000 for the settlement of accounts payable.

9.     FINANCIAL
INSTRUMENTS

The Company's financial instruments consist of cash, accounts
payable and accrued liabilities and notes payable.  Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.  The fair
value of these financial instruments approximate their carrying values, unless
otherwise noted.

10.     SEGMENTED
INFORMATION

The Company's operations are conducted in one business
segment in Canada.