UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
        Washington, D.C. 20549



FORM 10-K/A



(Mark One)

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

o Transition report pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934 for the transition period from  to .



Commission file number: 000-28589



ASP VENTURES CORP.

(Exact name of registrant as specified in its charter)

|Florida(State or other jurisdiction of

                    incorporation or organization) | 98-0203918

                    (I.R.S. Employer
                    Identification No.)
|------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------



Seestrasse 8, CH-8702 Zollikon, Switzerland

(Address of principal executive offices) (Zip Code)



41 44 202
        0080

(Issuer’s telephone number, including area code)



Securities registered under Section 12(b) of the Exchange Act: none.

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933: Yes o No
        þ.Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: Yes o No þ.

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
        þ No o.

The aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates
        (32,660,607 shares) was approximately $277,615 based on the average closing bid and asked prices
        ($0.0085) for the common stock on January 23, 2009.



At January 23, 2009 the number of shares outstanding of the registrant's common stock,
        $0.001 par value (the only class of voting stock), was 42,071,069.

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TABLE OF CONTENTS



|          |                                                                                                                                    |  |  |      |  | 
|--------- | ---------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                                                    |  |  | Page
|          |                                                                                                                                    |  |  |     
|PART I.   |                                                                                                                                    |  |  |     
|          | Item       1.        Business                                                                                                      |  |  | 3    | 
|          | Item       1A.      Risk Factors                                                                                                   |  |  | 6    | 
|          | Item       1B.      Unresolved Staff Comments                                                                                      |  |  | 9    | 
|          | Item       2.        Properties                                                                                                    |  |  | 9    | 
|          | Item       3.        Legal Proceedings                                                                                             |  |  | 9    | 
|          | Item       4.        Submission of Matters to a Vote of Security Holders                                                           |  |  | 9    | 
|PART II.  |                                                                                                                                    |  |  |     
|          | Item       5.        Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |  |  | 10   | 
|          | Item       6.        Selected Financial Data                                                                                       |  |  | 11   | 
|          | Item       7.        Management's Discussion and Analysis of Financial Condition and Results of Operations                         |  |  | 11   | 
|          | Item       7A.     Quantitative and Qualitative Disclosures about Market Risk                                                      |  |  | 16   | 
|          | Item       8.        Financial Statements and Supplementary Data                                                                   |  |  | 16   | 
|          | Item       9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  |  | 17   | 
|          | Item       9A.     Controls and Procedures (Item 9A (T))                                                                           |  |  | 17   | 
|          | Item       9B.     Other Information                                                                                               |  |  | 19   | 
|PART III. |                                                                                                                                    |  |  |     
|          | Item     10.      Directors, Executive Officers and Corporate Governance                                                           |  |  | 19   | 
|          | Item     11.      Executive Compensation                                                                                           |  |  | 21   | 
|          | Item     12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  |  | 22   | 
|          | Item     13.      Certain Relationships and Related Transactions, and Director Independence                                        |  |  | 22   | 
|          | Item     14.      Principal Accountant Fees and Services                                                                           |  |  | 23   | 
|          | Item     15.      Exhibits and Financial Statement Schedules                                                                       |  |  | 24   | 
|          | Signatures                                                                                                                         |  |  | 25   | 
|          |                                                                                                                                    |  |  |     

Explanatory Note This Form 10-K/A has been amended to revise (i) the auditors’ audit reports, (ii) our Item 9A. Controls
            and Procedures to include our conclusions regarding disclosure controls and procedures (iii) our Item 9A. Controls and Procedures
            to update our internal controls over financial reporting, and (iv) our Section 302 Certification attached as Exhibit 31.








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PART I



ITEM 1.BUSINESS



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



Corporate History



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



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



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



The Company



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



Selection of a Business



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



The Company does not intend to restrict its consideration to any particular business or industry segment, though management intends to continue its focus on opportunities related to natural resources. Due to our lack of financial resources, the scope and number of suitable business ventures is limited. We are therefore most likely to participate
        in a single business venture. Accordingly, the Company will not be able to diversify and will be limited to one merger or acquisition. The lack of diversification will prevent us from offsetting losses from one business opportunity against profits from another.



The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to
        analyze through the application of any objective criteria. Further, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be partially dependent upon the management of any given business opportunity to identify
        such problems and to implement, or be primarily responsible for the implementation of required changes.

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Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the
        target’s products or services, or the failure to realize profits.
         
        The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. Management anticipates that any opportunity in which we participate will present certain risks. Many of these risks cannot be adequately identified prior to selection of a specific opportunity. Our shareholders must therefore depend on the ability of management to identify and evaluate such risks. Further, in the case of some of the opportunities available to us, it may be
        anticipated that some of such opportunities are yet to develop as going concerns or that some of such opportunities are in the development stage in that same have not generated significant revenues from principal business activities prior to our participation.



Acquisition of Business



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



We anticipate that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. However, in certain circumstances, as a negotiated element of any transaction, the Company may agree to register securities either at the time a transaction is
        consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.



While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to a business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the
        Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.



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



4





The manner in which we participate in an opportunity will depend on the nature of the opportunity and the respective needs and desires of the Company and other parties. Negotiations that involve mergers or acquisitions will focus on the percentage of the Company that the
        target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition
        effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by our current shareholders.

Operation of Business after Acquisition



The Company’s operation following its merger or acquisition of a business will be dependent on the nature of the business and the interest acquired. We are unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. We may
        expect that any future business will present various challenges that cannot be predicted at the present time.



Competition



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



Marketability



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



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



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



Governmental and Environmental Regulation

The Company cannot anticipate the government regulations, if any, to which we may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state
        or local taxation. Our selection of a business in which to acquire an interest will include an effort to ascertain, to the extent of the limited resources of the Company, the effects of any government regulation on the prospective business of the Company. However, in certain circumstances, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.



Research and Development



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



5





Employees



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



Reports to Security Holders



The Company’s annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and
        other information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by the Company with the Commission at the Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
        20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be
        found at http://www.sec.gov.

ITEM 1A.     RISK FACTORS



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



Risks Related to the Company’s Business



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



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



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



6





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



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



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



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



Risks Related to the Company’s Stock



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

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

The Company does not pay cash dividends.



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



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



7





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

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



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



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

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

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

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

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

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

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

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

15g-9     which defines sales practice requirements.



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



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



8





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

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

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

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

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



ITEM 1B.     UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 2.PROPERTIES



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



ITEM 3.     LEGAL PROCEEDINGS



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



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



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



9





PART II



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



The Company’s common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the National Association of Securities Dealers, Inc. under the symbol, “APVE”. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not
        necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following table sets forth for the periods indicated the high and low bid prices for the common stock as reported each quarterly period within the last two fiscal years.

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



Capital Stock



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



Common Stock



As of April 4, 2008, there were 44 shareholders of record holding a total of 42,071,069
        shares of fully paid and non-assessable common stock of the 250,000,000 shares of common stock, par value
        $0.001, authorized. The board of directors believes that the number of beneficial owners is greater than the number of record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to
        a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.



Preferred Stock



None.



10





Warrants



None.



Stock Options



None.



Dividends



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



Transfer Agent and Registrar



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



Purchases of Equity Securities made by the Issuer and Affiliated Purchasers



None.

Recent Sales of Unregistered Securities



None.



ITEM 6.     SELECTED FINANCIAL DATA



Not required.



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



This Management’s Discussion and Analysis of Financial Condition and Results of
        Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”
        “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future
        Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.



Discussion and Analysis



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

11





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



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



Results of Operations



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



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

Net LossesFor the period from May 15, 1998 to December 31, 2007, the Company has recorded a cumulative net loss of $2,590,074. Net losses for the year ended December 31, 2007 were $199,682 as compared to $193,583 for the year
        ended December 31, 2006. The Company’s operating losses are attributable to general and administrative expenses and a default judgment in the amount of $816,387 including accrued interest as of December 31, 2007. The general and administrative expenses include accounting
        expenses, professional fees, consulting fees and costs associated with the preparation of disclosure documentation.
         
        The Company expects to continue to operate at a loss through fiscal 2008 and due to the nature of our search for a suitable business opportunity cannot determine whether we will ever generate revenues from operations.

Income Tax Expense (Benefit)



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

Impact of Inflation



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

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



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



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Cash flow used in operating activities was $970,853 for the period from inception to December 31, 2007. Cash flow used in operating activities for the year ended December
        31, 2007 was $58,570 as compared to $68,208 in cash flow used in operating activities for the year ended December 31, 2006. Cash flow used in operating activities in the current period can be
        attributed to accounting costs and consulting expenses.
         
        Cash flow provided from financing activities was $971,299 for the period from inception to December 31, 2007. Cash flow provided by financing activities for the year ended December
        31, 2007 was $57,600 as compared to $64,500 for the year ended December 31, 2006. Cash flow provided by financing activities in the current period can be attributed to advances from a shareholder and
        a subscription for shares of common stock.
         
        Cash flows used in investing activities was $0 for the period from inception to December 31, 2007.
         
        The Company’s current assets are not sufficient to conduct its plan of operation over the next twelve (12) months. Further, should the Company acquire a business opportunity over the next twelve month period, cash requirements will exceed current assets and the Company will have to seek debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that
        funding would be available or available to the Company on acceptable terms. The Company’s major shareholders are the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has no agreement formal or otherwise.
         
        The Company had no formal long term lines or credit or other bank financing arrangements as of December 31, 2007.

The Company has no current plans for the purchase or sale of any plant or equipment.
         
        The Company has no current plans to make any changes in the number of employees.



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

Going Concern

The Company’s auditors have expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $2,590,074 as of
        December 31, 2007. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities;
        (iii) establishing revenues from prospective business opportunities; (iv) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.



13





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



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



| | · | our anticipated financial performance and business plan;
| | - | --------------------------------------------------------

| | · | the sufficiency of existing capital resources;
| | - | ----------------------------------------------

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

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

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

| | · | the volatility of the stock market and; and
| | - | -------------------------------------------

| | · | general economic conditions.
| | - | ----------------------------



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



Stock-Based CompensationOn 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.

14







Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation –
        Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of our employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.
         
        We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for
        consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.



Critical Accounting Policies

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



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



Recent Accounting Pronouncements



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



15





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



ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not required.



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our audited financial statements for the years ended December 31, 2007
        and 2006 are attached hereto as F-1 through F-17.





16







ASP Ventures Corp.

(A Development Stage Company)
        INDEX TO FINANCIAL STATEMENTS

December 31, 2007



Page



Report of Independent Registered Public Accounting Firm                     F-2



Report of Independent Registered Public Accounting Firm                     F-3



Balance
        Sheets                                                                                  
        F-4



Statements of
        OperationsF-5
         Statements of Stockholders’
        DeficitF-6
         Statements of Cash Flows                                                                  F-9

Notes to Financial
        Statements                                                            F-10







F-1










F-2











F-3







|ASP VENTURES CORP.

                    (A Development Stage Company)

                    BALANCE SHEETS
|---------------------------------------------------------------------------------------------------------
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|ASSETS                                                                                                   
|                                                                                                         
|Current assets:                                                                                          
|Cash                                                                                                     
|Total current assets                                                                                     
|Total assets                                                                                             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                           
|                                                                                                         
|Current liabilities:                                                                                     
|Accounts payable and accrued expenses                                                                    
|Default judgment (Note 8)                                                                                
|Related party payables (Note 3)                                                                          
|Total current liabilities                                                                                
|Total liabilities                                                                                        
|                                                                                                         
|Commitments (Note 9)                                                                                     
|                                                                                                         
|Stockholders' deficit:                                                                                   
|---Capital stock (Note 6)                                                                                
|Common stock, $.001 par value, 250,000,000 shares authorized;                                            
|42,071,069 and 41,07 1,069 issued and outstanding, respectively                                          
|Additional paid-in capital                                                                               
|Deficit accumulated during the development stage                                                         
|Total stockholders' deficit                                                                              
|                                                                                                         
|Total liabilities and stockholders' deficit                                                              
|                                                                                                         
|                                                                                                         



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



F-4





|ASP VENTURES CORP.

                    (A Development Stage Company)

                    STATEMENTS OF OPERATIONS
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Revenue                                                                                                            
|General and administrative costs                                                                                   
|Loss from operations                                                                                               
|Other income (expenses)                                                                                            
|Gain on forgiveness of debt                                                                                        
|Loss - default judgment (Note 8)                                                                                   
|Total other expenses                                                                                               
|                                                                                                                   
|Loss before provision for income taxes                                                                             
|Provision for income taxes                                                                                         
|Net loss                                                                                                           
|Net loss per common share -

                    basic and diluted                                                 
|                                                                                                                   
|Weighted average common shares -                                                                                   
|basic and diluted                                                                                                  



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



F-5







|ASP VENTURES CORP.

                    (A Developmental Stage Company)

                    STATEMENTS OF STOCKHOLDERS' DEFICIT

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

                    (date of inception of Development Stage)                                                                                                                                            
|Net loss                                                                                                                                                                                                                         
|Balance at December 31, 1998                                                                                                                                                                                                     
|                                                                                                                                                                                                                                 
|Issuance of common stock in private placement                                                                                                                                                                                    
|Net loss                                                                                                                                                                                                                         
|Balance at December 31, 1999                                                                                                                                                                                                     
|                                                                                                                                                                                                                                 
|Issuance of common stock for consulting fees                                                                                                                                                                                     
|Net loss                                                                                                                                                                                                                         
|Balance at December 31, 2000                                                                                                                                                                                                     
|                                                                                                                                                                                                                                 
|Net loss                                                                                                                                                                                                                         
|Balance at December 31, 2001                                                                                                                                                                                                     
|                                                                                                                                                                                                                                 
|Issuance of common stock for:                                                                                                                                                                                                    
|Consulting fees                                                                                                                                                                                                                  
|Accounts payable                                                                                                                                                                                                                 
|Net loss                                                                                                                                                                                                                         
|Balance at December 31, 2002                                                                                                                                                                                                     
|                                                                                                                                                                                                                                 

F-6







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

F-7







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



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





F-8









|ASP VENTURES CORP.

                    (A Development Stage Company)

                    STATEMENTS OF CASH FLOWS

                    May 15, 1998 ( Date of Inception of Development Stage) to December 31, 2007
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|Cash flows from operating activities:                                                                                                                                                                               
|Net loss                                                                                                                                                                                                            
|Adjustments to reconcile net loss to net cash                                                                                                                                                                       
|used in operating activities:                                                                                                                                                                                       
|Loss - default judgment                                                                                                                                                                                             
|Gain on forgiveness of debt                                                                                                                                                                                         
|Non-cash settlement of accounts payable                                                                                                                                                                             
|Stock-based compensation                                                                                                                                                                                            
|Accrued and unpaid consulting fees                                                                                                                                                                                  
|Increase (decrease) in:                                                                                                                                                                                             
|Accounts payable and accrued expenses                                                                                                                                                                               
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|Cash flows from investing activities:                                                                                                                                                                               
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|Cash flows from financing activities:                                                                                                                                                                               
|Increase (decrease) in notes payable                                                                                                                                                                                
|Advances from (repayments to) related parties                                                                                                                                                                       
|Issuance of common stock                                                                                                                                                                                            
|                                                                                                                                                                                                                    
|                                                                                                                                                                                                                    
|Net increase (decrease) in cash                                                                                                                                                                                     
|                                                                                                                                                                                                                    
|Cash, beginning of period                                                                                                                                                                                           
|                                                                                                                                                                                                                    
|Cash, end of period                                                                                                                                                                                                 
|                                                                                                                                                                                                                    
|SUPPLEMENTAL CASH FLOW INFORMATION AND                                                                                                                                                                              
|NON-CASH INVESTING AND FINANCING ACTIVITIES (Note 7)                                                                                                                                                                



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

F-9







ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 1 – Nature of Operations and Basis of Presentation



(a) Organization



The Company was incorporated under the laws of the State of Florida on March 23, 1989 and had no significant operations or activity until May 15, 1998 (date of inception of development stage). On May 15, 1998, the Company changed its name from Air
        Support Services, Corp. to ASP Ventures Corp. The Company proposes to seek business ventures that will allow for long-term growth. Further, the Company is considered a development stage company as defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.



(b) Going Concern

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



Note 2 – Summary of Significant Accounting Policies



(a) Cash and Cash Equivalents



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



(b) Use of Estimates in the Preparation of Financial Statements

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

F-10





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007




Note 2 – Summary of Significant Accounting Policies (continued)



(c) Loss per Share



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

Earnings Per Share computation for Net Income:

Years ended December 31,

2007 2006



Numerator – (Net
        Loss)                                          $     (199,682)          $     (193,583
        )
                  Denominator – weighted average
                   number of shares outstanding41,803,00041,071,069Loss per share$     (0.00)$
             (0.00)



(d) Income Taxes



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



(e) Financial Instruments



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



F-11





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 2 – Summary of Significant Accounting Policies (continued)

(f) Stock-Based Compensation



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



Prior to the adoption of SFAS No. 123R, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. The Company applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148,
        Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.
         
        The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for
        consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.



F-12





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 2 – Summary of Significant Accounting Policies (continued)



(g) Recent Accounting Pronouncements

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

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 provides guidance on the financial statement recognition and measurement of a tax position
        taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 becomes effective beginning with our first quarter 2007 fiscal period. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.
        In September 2006, the FASB issued FASB Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 becomes effective beginning with our first quarter 2008 fiscal period. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

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

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

F-13





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 2 – Summary of Significant Accounting Policies (continued)
         (g) Recent Accounting Pronouncements (continued)

In December 2007, the FASB issued SFAS No. 160, Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51. This statements objective is to
        improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.
        In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations. This revision statements objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141
        (revised) did not have an impact on the Company’s financial statements.

Note 3 – Due to Related Parties



Related party payables consist of the following:

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



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

F-14





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007




Note 4 – Related Party Transactions



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



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



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



Note 5 – Income Taxes



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



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



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



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



F-15





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 5 – Income Taxes (continued)



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



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



Note 6 – Capital Stock



During the year ended December 31, 2007, the Company issued 1,000,000 common shares for cash of $10,000.
         There were no changes in share capital for the year ended December 31, 2006.
         
        During the year ended December 31, 2005:

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

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



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



Note 7 – Supplemental Cash Flow Information

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



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



During the year ended December 31, 2007, the Company did not have any other significant non-cash transactions.
         
        During the year ended December 31, 2006, the Company did not have any other significant non-cash transactions.



F-16





ASP VENTURES CORP.
            (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007


Note 8 – Default Judgment



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



Judgment was in favor of the Plaintiffs on May 19, 2004 in the amount of $588,724 with interest accruing at 12% per annum on $525,000.
         
        The Company believes that in the event the Plaintiffs attempt to enforce this judgment through Court proceedings that the Company will ultimately succeed in defending this legal claim.
         
        As of December 31, 2007 and December 31, 2006, principal and interest accrued with respect to the Default Judgment was $816,387 and $753,387 respectively.



Note 9 – Commitments

The Company does not have any commitments.

F-17







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



None.



ITEM 9A.     CONTROLS AND PROCEDURES (ITEM 9A (T))



Evaluation of Disclosure Controls and Procedures



In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
        under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2007. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and
        communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not
        effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not
        accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures. Our ineffectiveness in disclosure controls and procedures has led to errors in the reporting of information required to be disclosed in this annual report.



Management’s Report on Internal Control over Financial Reporting



Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.
        The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
        Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

| | · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
        changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.



17





The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in
        Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.
         
        A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
         
        The material weaknesses as identified by management are disclosed below.

Lack of Appropriate Independent Oversight.The board of directors has not provided an appropriate level of oversight of the Company’s consolidated financial reporting and procedures for internal control over
        financial reporting since there are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Our lack of appropriate independent oversight has been a material
        weakness since inception through the annual period of this report. While this control deficiency did not result in any audit adjustments to our 2007 or 2006 interim or annual financial statements, it could have resulted in material misstatement that might have been prevented or detected by independent oversight. Accordingly we have determined that this control deficiency constitutes a material weakness.

Failure to Segregate Duties. Management has not maintained any segregation of duties within the Company due to its reliance
        on a single individual to fill the role of chief executive officer, chief financial officer and principal accounting officer. Our lack of appropriate independent oversight has been a material weakness since inception through the annual period of this report.
        While this control deficiency did not result in any audit adjustments to our 2007 or 2006 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this
        control deficiency constitutes a material weakness.



As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2007, that the Company’s internal control over financial reporting was not effective based
        on the criteria in Internal Control – Integrated Framework issued by the COSO.
         The Company intends to remedy its material weaknesses by:

| | · | Forming an audit committee made up of independent directors that will oversee management (we have begun this process by seeking out
                    individuals who might act as independent directors).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Engaging an individual to serve as chief financial officer and principal accounting officer to segregate the duties of chief executive officer and chief financial officer (our chief executive officer is the process of seeking out an individual willing to serve as chief financial officer and principal accounting officer).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Despite the Company’s intention to remedy its material weaknesses in the manner described, the actions required to accomplish these objectives will require the Company to
        engage additional personnel which actions may not be possible in the near term due to our limited financial resources and operations.



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

18





Changes in Internal Controls over Financial Reporting



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



9B.           OTHER INFORMATION



None.



PART III



ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



Officers and Directors



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



|Name         | Age | Year
                    Elected/Appointed | Positions Held             
|------------ | --- | ------------------------------------------ | ---------------------------
|Nora Coccaro | 50  | 2005                                       | CEO, CFO, PAO, and director



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



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

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

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

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



Ms. Coccaro has also served as follows:

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

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

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



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

19





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

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



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



Director Independence

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



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

Compliance with Section 16(A) of the Exchange Act



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



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

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



20





Code of Ethics



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



Board of Directors Committees



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



The board of directors has not established a compensation committee.



ITEM 11.     EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



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



Tables



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



21





|Summary Compensation Table                                  
|------------------------------------------------------------
|Name and Principal Position                                 
|Nora Coccaro

                    CEO, CFO, PAO and director



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



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



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



|Names and Addresses of Managers and Beneficial Owners                                                                               | Title of Class | Number of Shares | Percent of
                    Class
|----------------------------------------------------------------------------------------------------------------------------------- | -------------- | ---------------- | ------------------------------------
|Nora Coccaro, director and executive officer
                    2610-1066 West Hastings Street Vancouver, British Columbia, Canada | Common         | 0                | 0.0%                                
|Shafiq Nazerali

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

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



ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



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

22





During 2007 the Company paid consulting fees of $60,000 and rent of $1,000 per month to Shafiq Nazerali, a significant shareholder.
         
        During 2007 the Company paid consulting fees of $31,500 to Nora Coccaro, the Company’s sole director and executive officer.



At December 31, 2007, the Company had an unsecured payable to Ms. Coccaro totaling $7,000.
         
        At December 31, 2007, the Company had an unsecured payable to a Company shareholder, Shafiq Nazerali, with no specific terms, due on demand, totaling $356,100.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Fees and Services



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



|                                                                                              | 2007 Chisholm | 2006
                    Dale
|--------------------------------------------------------------------------------------------- | ------------- | -----------------------------
|Audit fees - auditing of our annual financial statements and preparation of auditors' report. | $16,000       | $20,500                      
|Audit-related fees - review of quarterly financial statements.                                | -             | -                            
|Tax fees - preparation and filing of three major tax-related forms and tax planning.          | -             | -                            
|All other fees - other services provided by our principal accountants.                        | -             | -                            
|Total fees paid or accrued to our principal accountants                                       | $16,000       | $ 20,500                     



Audit Committee Pre-Approval



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



23





ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) Financial Statements



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



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



Reports of Independent Registered Public Accounting Firms

Balance Sheets

Statements of Income
        Statements of Stockholders’ Equity
        Statements of Cash Flows

Notes to Financial Statements



(b) Exhibits



The exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 26 of this Form 10-K/A, and are incorporated
        herein by this reference.



(c) Financial Statement Schedules



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



24





SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized this
        26thday of January, 2009.



ASP VENTURES CORP.





/s/ Kurt Dalmata

Kurt Dalmata

Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer



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



Signature     Title     Date



/s/ Kurt DalmataDirectorJanuary
        26, 2009

Kurt Dalmata



25





INDEX TO EXHIBITS



Exhibit     Description



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

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

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

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

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

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

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



*      Incorporated by reference to previous filings of the Company.



26