SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[X ]     Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2006.

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

Commission file number: 000-28589

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

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

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

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

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

|Title of Each ClassCommon Stock ($0.001 Par Value) | 
|-------------------------------------------------- | 

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

YesX          No

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

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

YesX          No

The registrant's net sales for the year ended December 31, 2006, were $0.

The aggregate market value of the registrant's common stock,  (the only class of voting stock), held by non-affiliates was approximately $360,711 based on the average closing bid and asked prices for the common stock on April 5, 2007.

On April 5, 2007, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 41,071,069.

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TABLE OF CONTENTS



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|          |                                                                                                         |  |  | Page
|          |                                                                                                         |  |  |     
|PART I.   |                                                                                                         |  |  |     
|          | Item       1.      Description of Business                                                              |  |  | 3    | 
|          | Item       2.      Description of Property                                                              |  |  | 8    | 
|          | Item       3.      Legal Proceedings                                                                    |  |  | 8    | 
|          | Item       4.      Submission of Matters to a Vote of Security Holders                                  |  |  | 8    | 
|PART II.  |                                                                                                         |  |  |     
|          | Item       5.      Market for Common Equity and Related Stockholder Matters                             |  |  | 8    | 
|          | Item       6.      Managements's Plan of Operation                                                      |  |  | 9    | 
|          | Item       7.      Financial Statements                                                                 |  |  | 14   | 
|          | Item       8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 15   | 
|          | Item     8A.      Controls and Procedures                                                               |  |  | 15   | 
|          | Item     8B.      Other Information                                                                     |  |  | 16   | 
|PART III. |                                                                                                         |  |  |     
|          | Item       9.      Directors and Executive Officer                                                      |  |  | 16   | 
|          | Item     10.      Executive Compensation                                                                |  |  | 17   | 
|          | Item     11.      Security Ownership of Certain Beneficial Owners and Management                        |  |  | 18   | 
|          | Item     12.      Certain Relationships and Related Transactions                                        |  |  | 19   | 
|          | Item     13.      Exhibits                                                                              |  |  | 19   | 
|          | Item     14.      Principal Accountant Fees and Services                                                |  |  | 19   | 
|          | Signatures                                                                                              |  |  | 20   | 
|          |                                                                                                         |  |  |     

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General

ASP Ventures Corp. was incorporated in Florida on March 23, 1989, as Airsupport Services Corp. to engage in any legal undertaking. On May 15, 1998, the corporations name was changed to ASP Ventures Corp. to reflect the decision of management to attract prospective business opportunities. ASP Ventures Corp. then pursued several different business opportunities, none of which led to sustained operations. The terms Company, we, our, and us, as used herein refer to ASP Ventures Corp, and its predecessor, unless the context indicates otherwise.

The Company is now considering business opportunities for merger or acquisition that might create value for its shareholders. We have no day-to-day operations. Our sole officer and director devotes limited time and attention to the affairs of the Company.

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.

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.

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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.

The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity, and the our relative negotiating strengths. 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.

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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.

Government 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.

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.

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.

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Risks Related to Our 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 $2,390,392 at December 31, 2006. During fiscal 2006, we recorded a net loss of $193,583. 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 Securities and Exchange Commission (Commission). Our only expectation of future profitability is dependent 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 $753,387 with accrued interest as of December 31, 2006. 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.

We are dependent upon a key person, who would be difficult to replace.

Our continued operation will be largely dependent upon the efforts of Nora Coccaro, our sole officer and director. We do not maintain key-person insurance on Ms. Coccaro. Our future success also will depend in large part upon the Companys ability to identify, attract and retain other highly qualified managerial, technical and sales and marketing personnel. Competition for these individuals is intense. The loss of the services of Ms. Coccaro, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel could make it more difficult for us to maintain our operations and meet key objectives such as the acquisition of a suitable business opportunity.

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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.

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

We may 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 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, 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, beginning with our annual report for the year ending December 31, 2008, we may be required to furnish a report by our management on our internal controls over financial reporting. Such report will 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 assert that our internal controls are effective as of December 31, 2008 investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

Reports to Security Holders

The Companys annual report contains audited financial statements. The Company is not required to deliver an annual report to security holders and will not voluntarily deliver a copy to security holders unless a request is made for such delivery. We file all of our required information with the Commission.

The public may read and copy any materials that we file 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 we file with the Commission have been filed electronically and are available for viewing or copy on the Internet site maintained by the Commission that contains reports, proxy, information statements, and other information regarding registrants that file electronically with the Commission. The Internet address for this site can be found at: http://www.sec.gov.

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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.

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 parties as the result of funds loaned to Elite Jet, Inc., a non-party to the action. Although the Company denied any liability in this action it was unable to respond in a timely fashion to the legal proceedings which resulted in a default judgment in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724 with interest accruing at 12% per annum on $525,000. The Company continues to deny any liability in this matter and believes that in the event Plaintiffs attempt to enforce this judgment through court proceedings that the Company will ultimately succeed on the merits
of its position. As of December 31, 2006, principal and interest accrued with respect to the Default Judgment was $753,387.

No matters were submitted to a vote of security holders, through solicitation of proxies or otherwise, during the quarter ended December 31, 2006.

PART II

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 ENDING | HIGH  | LOW  
|---- | -------------- | ----- | -----
|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
|2005 | December 31    | $0.02 | $0.01
|     | September 30   | $0.03 | $0.02
|     | June 30        | $0.03 | $0.01
|     | March 31       | $0.02 | $0.01

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Record Holders

As of April 5, 2007, there were approximately 43 shareholders of record holding a total of 41,071,069 shares of common stock. The sole member of the board of directors believes that the number of beneficial owners is substantially greater than the number of record holders because a portion of the Companys outstanding common stock is held in broker street names for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

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

This managements Plan of Operation and Results of Operations and other parts of this 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 forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsections entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below and the subsection entitled Risk Factors above. The following discussion should be read in conjunction with our financial statements and notes thereto
included in this report. All information presented herein is based on our fiscal year ended December 31, 2006.

Plan of Operation

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

During the year ended December 31, 2006, the Companys operations were limited to satisfying continuous public disclosure requirements and seeking to identify prospective business opportunities.

We do not expect to generate revenues within the next twelve months of operation or ever, since we have yet to acquire a favorable business opportunity, which opportunity if acquired, may or may not produce revenue.

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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 Loss

For the period from May 15, 1998, to December 31, 2006, the Company recorded an operating loss of $2,390,392. The Companys operating loss is attributable to general and administrative expenses. The general and administrative expenses include incorporation costs, offering costs, accounting costs, and costs associated with the preparation of disclosure documentation in connection with registration pursuant to the Exchange Act of 1934. General and administrative expenses also include exploration expenses incurred by consultants, the costs associated with test results, costs directly related to our exploration program and option expenses. We did not generate any revenues during this period.

We expect to continue to operate at a loss through fiscal 2007 and due to the nature of the Companys search for a suitable business opportunity cannot determine whether we will ever generate revenues from operations.

Capital Expenditures

The Company expended no amounts on capital expenditures for the period from May 15, 1998, to December 31, 2006.

Capital Resources and Liquidity

The Company had current and total assets of $1,416 as of the twelve month period ended December 31, 2006. These assets consist of cash on hand of $1,416. Net stockholders deficit in the Company was $1,069,105 at December 31, 2006. 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 $912,283 for the period from May 15, 1998, to December 31, 2006. Cash was used on accounting, administration, consulting and professional fees.

Cash flow provided from financing activities was $913,699 for the period from May 15, 1998, to December 31, 2006. Financing activities have consisted of sales of the Companys common stock and related party loans over the period.

During the annual period ended December 31, 2006, the Company realized $64,500 in advances loaned by a significant shareholder. Proceeds received were used to satisfy ongoing operational requirements.

The Companys current assets are insufficient to conduct its plan of operation over the next twelve (12) months and it will have to seek debt or equity financing to fund minimum 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, if needed, would be available or available to the Company on acceptable terms. The Companys shareholders would be 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s inability to obtain funding would have a material adverse affect on its plan of operation.

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

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

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

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

The statements contained in the section titled Managements Plan of Operation, with the exception of historical facts, are forward looking statements within the meaning of Section 27A of the Securities Act. A safe-harbor provision may not be applicable to the forward looking statements made in this prospectus because of certain exclusions under Section 27A (b). 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;

 general economic conditions.

We wish to caution readers that the Companys 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 that is required by law.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

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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 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 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.

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.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entitys
first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Companys future reported financial position or results of operations.

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In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs.
SFAS No. 156 is effective for an entitys first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December
15, 2006. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

---

Going Concern

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended December 31, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The Companys ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Managements plan to address the Companys ability to continue as a going concern includes: (1) obtaining funding from related party advances and private placement sources; (2) obtaining additional funding from the sale of the Companys securities; (3) establishing revenues from prospective business opportunities; (4) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

The Companys financial statements for the fiscal year ended December 31, 2006, are attached hereto as pages F-1 through F-14.

---

`ASP VENTURES CORP.
                                                     (A Development Stage Company)
                                                Years Ended December 31, 2006 and 2005

                                                                 INDEX


                                                                                                        Page

         Report of Independent Registered Public Accounting Firm                                         F-2

         Balance Sheets                                                                                  F-3

         Statements of Operations                                                                        F-4

         Statements of Stockholders' Deficit                                                             F-5

         Statements of Cash Flows                                                                        F-7

         Notes to Financial Statements                                                                   F-8`

---

Dale Matheson Carr-Hilton Labonte LLP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying balance sheets of ASP Ventures Inc. (the Company) (a development stage company) as at December 31, 2006 and 2005 and the statements of operations, stockholders deficit, and cash flows for the years 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 audits 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 2005 and the results of its operations and its cash flows and the changes in stockholders deficit for the years 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 LLPCHARTERED ACCOUNTANTS

March 22, 2007

Vancouver, Canada

---

`ASP VENTURES CORP.
                                            (A Development Stage Company)

                                                    BALANCE SHEETS


                                                                         December 31,                December 31,
ASSETS                                                                       2006                        2005
                                                                   --------------------------    ----------------------


Current assets:

Cash                                                                $                  1,416      $               5,124
                                                                   ==========================    ======================



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                                              74,134                     84,259
   Default judgment (Note 8)                                                         753,387                    690,387
   Related party payables (Note 3)                                                   243,000                    106,000
                                                                   --------------------------    ----------------------
      Total current liabilities                                                    1,070,521                    880,646
                                                                   --------------------------    ----------------------

Stockholders' deficit:
Capital stock (Note 6)
   Authorized
      Common stock, $.001 par value, 50,000,000 shares
   Issued and outstanding
      Authorized, 41,071,069 shares issued
       (December 31, 2005 - 41,071,069)                                               41,070                     41,070
   Additional paid-in capital                                                      1,280,217                  1,280,217

   Deficit accumulated during the development stage                              (2,390,392)                (2,196,809)
                                                                   --------------------------    ----------------------

      Total stockholders' deficit                                                (1,069,105)                   (875,522)
                                                                   --------------------------    ----------------------


         Total liabilities and stockholders' deficit                $                  1,416      $               5,124
                                                                   ==========================    ======================


GOING CONCERN (Note 1(b))

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

---

`ASP VENTURES CORP.
                                                             (A Development Stage Company)

                                                               STATEMENTS OF OPERATIONS

                                                                                                     Cumulative
                                                                                                     results of
                                                                                                     operations from
                                                                                                       May 15,1998
                                                                                                         (Date of
                                                                                                        Inception)
                                                                                                     to December 31,
                                                                 2006                2005                  2006
                                                            ---------------    -----------------    -------------------
                                                            $                  $                    $



Revenue                                                                  -                    -                       -
                                                            ---------------    -----------------    -------------------




General and administrative costs                                130,583                 158,982               1,679,255

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

Loss - default judgment (Note 8)                                    63,000               63,000                 753,387
                                                            ---------------    -----------------    -------------------


          Net loss                                             (193,583)              (221,982)             (2,390,392)
                                                            ===============    =================    ===================


Loss per common share - basic and diluted                           (0.01)               (0.01)
                                                            ===============    =================

Weighted average common shares -
  basic and diluted                                             41,071,069          32,954,000
                                                            ===============    =================

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

---

`ASP VENTURES CORP.
                                                                 (A Developmental Stage Company)
                                                               STATEMENT OF STOCKHOLDERS' DEFICIT
                                                      May 15, 1998 (Date of Inception) to December 31, 2006

                                                                                                                                   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)           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.`

---

`ASP VENTURES CORP.
                                                                 (A Developmental Stage Company)
                                                         STATEMENT OF STOCKHOLDERS' DEFICIT (continued)
                                                      May 15, 1998 (Date of Inception) to December 31, 2006

                                                                                                                                   Deficit
                                                                                                                                 Accumulated
                                                                                          Additional                             During the
                                                            Common Stock                   Paid-in              Stock            Development
                                                     Shares             Amount             Capital          Subscriptions           Stage               Total
                                                  --------------     --------------     ---------------     --------------     ----------------     --------------

Balance at December 31, 2002, carried forward         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:
 Consulting fees                                        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)

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)
                                                  ==============     ==============     ===============     ==============     ================     ==============

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

---

`ASP VENTURES CORP.
                                                     (A Development Stage Company)
                                                       STATEMENTS OF CASH FLOWS
                                         May 15, 1998 (Date of Inception) to December 31, 2006

                                                                                                                Cumulative
                                                                                                                results of
                                                                                                             operations from
                                                                                                               May 15,1998
                                                                                                                 (Date of
                                                                                                                Inception)
                                                                                                             to December 31,
                                                                           2006                2005                2006
                                                                      ----------------    ---------------    -----------------
                                                                      $                   $                  $
Cash flows from operating activities:
   Net loss                                                                 (193,583)          (221,982)          (2,390,392)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Loss - default judgment                                               63,000                                 753,387
                                                                                                  63,000
                                                                                                                     (42,250)
         Gain on forgiveness of debt                                                -                  -
                                                                                                                      453,241
                                                                                    -
         Non-cash settlement of accounts payable                                                       -
                                                                                                                      121,597
         Stock-based compensation                                                   -             10,000
                                                                               72,500                                 175,500
         Accrued and unpaid consulting fees                                                        6,138
         Increase (decrease) in:
                                                                             (10,125)
             Accounts payable and accrued expenses                                                12,945               16,634
                                                                      ----------------    ---------------    -----------------
                                                                             (68,208)          (129,899)            (912,283)
                                                                      ----------------    ---------------    -----------------

Cash flows from financing activities:
                                                                                                (10,000)              131,843
   Increase (decrease) in notes payable                                             -
                                                                               64,500
   Advances from (repayments to) related parties                                                 (2,000)               67,500
                                                                                                 144,934              714,356
   Issuance of common stock                                                         -
                                                                      ----------------    ---------------    -----------------
                                                                               64,500            132,934              913,699
                                                                      ----------------    ---------------    -----------------


Net increase (decrease) in cash                                               (3,708)              3,035                1,416


Cash, beginning of year                                                         5,124              2,089                    -
                                                                      ----------------    ---------------    -----------------


Cash, end of year                                                               1,416              5,124                1,416
                                                                      ================    ===============    =================
SUPPLEMENTAL CASH FLOW INFORMATION AND
NON-CASH INVESTING AND FINANCING ACTIVITIES (Note 7)

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

---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

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). 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 $1,069,105 at December 31, 2006 and has incurred losses of $2,390,392 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.

---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

Note 2  Summary of Significant Accounting Policies (continued)

(c) 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, 2006, 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.

(d) 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 potential common shares 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 potential common shares if their effect is anti-dilutive.

(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 values due to the short-term maturity of the instruments.

---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

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.

---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

(g) Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an
entitys first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs.
SFAS No. 156 is effective for an entitys first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measures. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

Note 2  Summary of Significant Accounting Policies (continued)

(g)     Recent Accounting Pronouncements ( continued)

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires employers to recognize the over or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15,
2006. The adoption of this statement is not expected to have a material effect on the Companys future reported financial position or results of operations

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

Note 3  Due to Related Parties

Related party payables consist of the following:

December 31,

2006              2005

Unsecured payable to a director and officer                $                  1,500       $       -

Unsecured payable to a shareholder with no                               241,500           106,000

specific terms and due  on demand                             $            243,000       $  106,000





---

ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

Note 4  Related Party Transactions

The following represents related party transactions paid or accrued during the years ended December 31, 2006 and 2005.

Years ended

December 31,

2006              2005

Consulting fees paid or accrued to a director                                       $     24,000     $     18,000

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

$     96,000    $     90,000



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 accounts for its income taxes in accordance with the FASB No. 109, Accounting for Income Taxes. As of December 31, 2006, the Company had net operating loss carry forwards that may be available to reduce future years taxable income and will expire commencing in 2015. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

Note 6  Capital Stock

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

During the year ended December 31, 2005:

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

o 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.

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ASP VENTURES CORP.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

Note 7  Supplemental Cash Flow Information and Non-Cash Investing and Financing Activities

Actual amounts paid for interest and income taxes for the years ended December 31, 2006 and 2005 are as follows:

2006

2005Interest
$
-
$
-Income taxes
$
-
$
-


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

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.

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, 2006 and 2005, principal and interest accrued with respect to the Default Judgment was $753,387 and $690,387 respectively.

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On October 17, 2005, the Company dismissed Jones Simkins, P.C. (Jones) the principal accountant previously engaged to audit the Companys financial statements and retained Dale Matheson Carr-Hilton LaBonte LLP (DMCL) as the principal accountants to replace Jones. The Companys board of directors approved the change of accountants from Jones to DMCL.

The audit reports of Jones on the Companys financial statements for the fiscal years ending December 31, 2004 and December 31, 2003 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except such reports were modified to include an explanatory paragraph for a going concern uncertainty. In connection with the audits of the fiscal years ending December 31, 2004 and December 31, 2003 including the subsequent interim periods since engagement through October 17, 2005, the date of dismissal, the Company had no disagreements with Jones with respect to accounting or auditing issues of the type discussed in Item 304(a)(iv) of Regulation S-B. Had there been any disagreements that were not resolved to their satisfaction, such disagreements would have caused Jones to make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as defined in Item 304(a)(1)(iv) of Regulation S-B).

During the fiscal years ending December 31, 2004 and December 31, 2003 including the subsequent interim periods since engagement through October 17, 2005, the date of Joness dismissal, and prior to the appointment of DMCL, the Company (or anyone on its behalf) did not consult with Dale Matheson regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B. Since there were no disagreements or reportable events (as defined in Item 304(a)(2) of Regulation S-B), the Company did not consult DMCL in respect to these matters during the time periods detailed herein.

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

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

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2006. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely
decisions regarding disclosure.

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(b) Changes in Internal Controls

During the period ended December 31, 2006, 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.

The auditors did not test the effectiveness of nor relied on the internal controls of the Company for the periods ended December 31, 2006 and 2005.

ITEM 8B OTHER INFORMATION

None.

PART III

The officers and directors of the Company as of April 5, 2007, are as follows:

Name                Age      Position(s) and Office(s)

Nora Coccaro        49      Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer 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 as (a) an officer and director (December 2005 to present) of Newtech Resources, Inc., an OTC:BB quoted company without operations, (b) an officer and director (January 2000 to present) of Sona Development Corp. an OTC: BB quoted company without operations, (c) an officer and director (April 1999 to present) of Providence Resources, Inc., an OTC: BB quoted company involved in exploration for oil and gas, (d)  an officer and director (March 2007 to present) of Enwin Resources, Inc, an OTC: BB quoted company without operations, and (e) 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. Ms. Coccaro has also served as an officer and director (February 2000 to January 2004) of OpenLimit,
Inc., an OTC: BB quoted company involved in credit card encryption technology. Between September 1998 and December 2005 Ms. Coccaro acted as the Consul of Uruguay to Western Canada.

Board of Directors Committees

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

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Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this Form 10-KSB. 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.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of a certain individuals who during the period ended December 31, 2006 were directors, officers, or beneficial owners of more than ten percent of the common stock of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

o 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.

o Shafiq Nazerali failed to file a Form 5 despite being the beneficial owner of more than ten percent of the common stock of the Company.

o Nora Coccaro failed to file a Form 5 despite being an officer and director of the Company.

Compensation Discussion and Analysis

The objective of the Companys compensation program is to provide compensation for services rendered by our sole executive officer. The Corporations single salary is designed to retain the services of our executive officer. Salary is currently the only type of compensation used in our compensation program. We use this form of compensation because we feel that it is adequate to retain and motivate our executive officer. The amount we deem appropriate to compensate our executive officer is 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.

Table

The following table provides summary information for the years 2006, 2005, and 2004 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.

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