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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                 For the quarterly period ended April 30, 2007

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from _________________ to _________________

                        Commission file number 333-141384


                           Aspen Racing Stables, Inc.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                               98-0517550
  (State or other jurisdiction of                              (IRS Employer
   incorporation or organization)                            Identification No.)

             211 Misty Morning Dr., Calgary, Alberta, Canada T3Z 278
                    (Address of principal executive offices)

                                 (403) 370-1176
                           (Issuer's telephone number)

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

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act: Yes [ ] No [X ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act: Yes [ ] No [X ].

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

     Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of July 31, 2007: 5,000,000 shares of common stock.




<PAGE>
<TABLE>
<CAPTION>
                         Part I - Financial Information
                          Item 1. Financial Statements

                           Aspen Racing Stables Inc.
                         (A Development Stage Company)
                      Balance Sheets as of October 31, 2006
                         and April 30, 2007 (Unaudited)

                                                                  April 30,   October 31,
                                                                    2007         2006
                                                                      $            $
                                                                  --------     --------
<S>                                                               <C>          <C>

ASSETS

Current Assets

   Cash                                                              9,214          47

 Investment in Horses (Note 3)                                     100,000     118,608

 Prepaid expenses                                                    2,500        --
---------------------------------------------------------------------------------------
Total Assets                                                       111,714     118,655
---------------------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable                                                    19,736      28,347

Accrued liabilities                                                  3,984        --

Due to related party (Note 4(b))                                   188,304     100,200


---------------------------------------------------------------------------------------
Total Liabilities                                                  212,024     128,547
---------------------------------------------------------------------------------------

Commitments and Contingencies (Note 1)

Stockholders' Deficit

Preferred Stock, 10,000,000 shares authorized, $0.001 par value
None issued and outstanding                                           --          --

Common Stock, 100,000,000 shares authorized, $0.001 par value
5,000,000 shares issued and outstanding                              5,000       5,000

Stock subscriptions receivable                                        --        (5,000)

Donated Capital (Note 4(a))                                          9,750       5,250

Deficit Accumulated During the Development Stage                  (115,060)    (15,142)
---------------------------------------------------------------------------------------
Total Stockholders' Deficit                                       (100,310)     (9,892)
---------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                        111,714     118,655
---------------------------------------------------------------------------------------
</TABLE>


  (The accompanying notes are an integral part of these financial statements)

                                        2


<PAGE>
<TABLE>
<CAPTION>


                           Aspen Racing Stables Inc.
                         (A Development Stage Company)
                            Statement of Operations
                                  (Unaudited)



                                              Accumulated                      For the period                    For the period
                                             from March 10,                     from March 10,                    from March 10,
                                             2006 (Date of        Three        2006 (Date of     Six Months      2006 (Date of
                                              Inception)       Months Ended      Inception)         Ended          Inception)
                                             to April 30,       April 30,       to April 30,      April 30,      to October 31,
                                                 2007              2007             2006            2007              2006
                                                   $                $                $                $                $

---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>              <C>              <C>              <C>

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

Expenses

Donated rent (Note 4(a))                          3,250              750              250            1,500            1,750
Donated services (Note 4(a))                      6,500            1,500              500            3,000            3,500
General and administrative                        1,249              506             --                645              604
Professional fees                                25,383           13,545             --             18,545            6,838
Stable fees                                       2,450             --               --               --              2,450
Writedown of investment in horses (Note 3)       76,228           76,228             --             76,228             --
---------------------------------------------------------------------------------------------------------------------------
Total Expenses                                  115,060           92,529              750           99,918           15,142
---------------------------------------------------------------------------------------------------------------------------
Net Loss For the Period                        (115,060)         (92,529)            (750)         (99,918)         (15,142)
---------------------------------------------------------------------------------------------------------------------------


Net Loss Per Share - Basic and Diluted                                               --               --               --
===========================================================================================================================

Weighted Average Shares Outstanding                            5,000,000        4,608,000        5,000,000        5,000,000
===========================================================================================================================
</TABLE>




  (The accompanying notes are an integral part of these financial statements)



                                        3


<PAGE>
<TABLE>
<CAPTION>


                           Aspen Racing Stables Inc.
                         (A Development Stage Company)
                            Statement of Cash Flows
                                  (Unaudited)

                                                                         Accumulated From
                                                       Six Months         March 10, 2006
                                                          Ended        (Date of Inception)
                                                        April 30,          to April 30,
                                                          2007                 2006
                                                            $                   $
                                                      ------------        ------------
<S>                                                   <C>                 <C>

Operating Activities

Net loss for the period                                 (99,918)              (750)

   Adjustments to reconcile net loss to net cash used
      in operating activities:

      Donated services                                    4,500                750
      Writedown of investment in horses                  76,228               --

   Changes in operating assets and liabilities:

      Prepaid expenses                                   (2,500)              --
      Accounts Payable                                  (15,679)              --
------------------------------------------------------------------------------------------
Net Cash Flows Used In Operating Activities             (37,369)              --
------------------------------------------------------------------------------------------
Investing Activities

   Investment in horses                                 (46,568)              --
------------------------------------------------------------------------------------------
Net Cash Flows Used In Investing Activities             (46,568)              --
------------------------------------------------------------------------------------------
Financing Activities

   Advances from a related party                         88,104               --
   Proceeds from issuance of common shares                5,000               --
------------------------------------------------------------------------------------------
Net Cash Flows Provided By Financing Activities          93,104               --
------------------------------------------------------------------------------------------

Increase in Cash                                          9,167               --
Cash - Beginning of Period                                   47               --
------------------------------------------------------------------------------------------
Cash - End of Period                                      9,214               --
==========================================================================================

Supplemental Disclosures
   Interest paid                                           --                 --
   Income taxes paid                                       --                 --
==========================================================================================

</TABLE>


  (The accompanying notes are an integral part of these financial statements)

                                        4


<PAGE>

                           Aspen Racing Stables Inc.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           (Expressed in US dollars)


1.   Nature of Operations and Continuance of Business

     Aspen Racing Stables Inc. (the "Company") was  incorporated in the State of
     Nevada on March 10, 2006. The Company is a Development  Stage  Company,  as
     defined  by  Statement  of  Financial  Accounting  Standard  ("SFAS")  No.7
     "Accounting and Reporting by Development Stage Enterprises".  The Company's
     principal  business  is the  purchase,  breeding,  training,  and resale of
     horses. During the year ended October 31, 2006, the Company purchased seven
     foals and  commenced  breeding and training of the foals with the intention
     of reselling the horses as yearlings.

     These  financial  statements  have been prepared on a going concern  basis,
     which implies the Company will continue to realize its assets and discharge
     its  liabilities  in the normal  course of business.  The Company has never
     generated  revenues since inception and has never paid any dividends and is
     unlikely  to  pay  dividends  or  generate  earnings  in the  immediate  or
     foreseeable  future.  The continuation of the Company as a going concern is
     dependent upon the continued  financial support from its shareholders,  the
     ability of the Company to obtain  necessary  equity  financing  to continue
     operations,  and the attainment of profitable  operations.  As at April 30,
     2007,  the Company has never  generated  any revenues  and has  accumulated
     losses of  $115,060  since  inception  and a  working  capital  deficit  of
     $100,310.  These factors raise  substantial  doubt  regarding the Company's
     ability to continue as a going concern.  These financial  statements do not
     include  any  adjustments  to  the  recoverability  and  classification  of
     recorded  asset amounts and  classification  of  liabilities  that might be
     necessary should the Company be unable to continue as a going concern.

     On March 16, 2007,  the Company filed an SB-2  Registration  Statement with
     the United  States  Securities  and Exchange  Commission  that was declared
     effective on June 12, 2007,  to issue  1,000,000  shares of common stock at
     $0.30 per share for gross proceeds of $300,000.


2.   Summary of Significant Accounting Policies

     a)   Basis of Presentation

          These financial statements and related notes have been prepared by the
          Company in accordance with accounting principles generally accepted in
          the United  States,  and are  expressed in US dollars.  The  Company's
          fiscal year-end is October 31.

     b)   Interim Financial Statements

          These interim unaudited financial statements have been prepared on the
          same basis as the annual  financial  statements  and in the opinion of
          management,   reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to present  fairly  the  Company's
          financial  position,  results  of  operations  and cash  flows for the
          periods  shown.  The results of  operations  for such  periods are not
          necessarily  indicative of the results expected for a full year or for
          any future period.

     c)   Use of Estimates

          The  preparation  of  financial   statements  in  conformity  with  US
          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.  The  Company
          regularly  evaluates  estimates and assumptions related to useful life
          and  recoverability  of investment in horses,  donated  expenses,  and
          deferred  income  tax  valuation  allowances.  The  Company  bases its
          estimates and assumptions on current facts,  historical experience and
          various  other  factors  that it believes to be  reasonable  under the
          circumstances,  the  results  of  which  form  the  basis  for  making
          judgments  about the carrying values of assets and liabilities and the
          accrual of costs and expenses that are not readily apparent from other
          sources.  The actual  results  experienced  by the  Company may differ
          materially and adversely from the Company's  estimates.  To the extent
          there are material  differences  between the  estimates and the actual
          results, future results of operations will be affected.

                                        5

<PAGE>


2.   Summary of Significant Accounting Policies (continued)

     d)   Basic and Diluted Net Income (Loss) Per Share

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation
          of both basic and diluted  earnings per share (EPS) on the face of the
          income statement.  Basic EPS is computed by dividing net income (loss)
          available to common  shareholders  (numerator) by the weighted average
          number of shares outstanding  (denominator) during the period. Diluted
          EPS gives effect to all dilutive  potential common shares  outstanding
          during the period  using the  treasury  stock  method and  convertible
          preferred stock using the if-converted  method. In computing.  Diluted
          EPS, the average stock price for the period is used in determining the
          number of shares  assumed to be  purchased  from the exercise of stock
          options or  warrants.  Diluted EPS  excludes  all  dilutive  potential
          shares if their effect is anti  dilutive.  As at April 30,  2007,  and
          October 31, 2006 there are no dilutive potential common shares.

     e)   Comprehensive Loss

          SFAS No. 130, "Reporting  Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in the  financial  statements.  As at April 30, 2007,  and October 31,
          2006,  the Company has no items that  represent a  comprehensive  loss
          and,  therefore,  has not included a schedule of comprehensive loss in
          the financial statements.

     f)   Cash and Cash Equivalents

          The Company  considers all highly liquid  instruments with maturity of
          three months or less at the time of issuance to be cash equivalents.

     g)   Investment in Horses

          The value of the horses include all direct  acquisition costs incurred
          and are  recorded  at the  lower  of cost or  market  until  they  are
          available for sale. As the Company  purchases the horses as foals with
          the  intention  of  breeding,  training,  and  selling  the  horses as
          yearlings  (one-year olds), all costs associated with the acquisition,
          breeding,  and training of the horses are capitalized.  During the six
          months ended April 30, 2007 the Company  recognized a writedown of the
          carrying  costs of $76,228  as a charge to  operations.  h)  Financial
          Instruments

          Financial  instruments,  which include  cash,  accounts  payable,  and
          amounts due to a related party,  were  estimated to approximate  their
          carrying  values due to the immediate or short-term  maturity of these
          financial  instruments.  The Company's  operations are in Canada which
          results in exposure to market risks from  changes in foreign  currency
          rates. The financial risk is the risk to the Company's operations that
          arise from  fluctuations  in foreign  exchange rates and the degree of
          volatility  of  these  rates.  Currently,  the  Company  does  not use
          derivative  instruments  to reduce its  exposure  to foreign  currency
          risk.

     i)   Income Taxes

          Potential  benefits  of income tax losses  are not  recognized  in the
          accounts  until  realization  is more likely than not. The Company has
          adopted  SFAS  No.  109  "Accounting  for  Income  Taxes"  as  of  its
          inception. Pursuant to SFAS No. 109 the Company is required to compute
          tax asset benefits for net operating losses carried forward. Potential
          benefit of net  operating  losses  have not been  recognized  in these
          financial  statements because the Company cannot be assured it is more
          likely  than not it will  utilize  the net  operating  losses  carried
          forward in future years.

     j)   Foreign Currency Translation

          The Company's  functional and reporting  currency is the United States
          dollar.   Monetary  assets  and  liabilities  denominated  in  foreign
          currencies  are  translated  in  accordance  with SFAS No. 52 "Foreign
          Currency  Translation",  using the  exchange  rate  prevailing  at the
          balance sheet date.  Gains and losses arising on settlement of foreign
          currency  denominated  transactions  or balances  are  included in the
          determination of income.  Foreign currency  transactions are primarily
          undertaken  in Canadian  dollars.  The Company has not, to the date of
          these financials  statements,  entered into derivative  instruments to
          offset the impact of foreign currency fluctuations.


                                        6

<PAGE>


2.   Summary of Significant Accounting Policies (continued)

     k)   Revenue Recognition

          The Company  will  recognize  revenue  from the sale of its' horses in
          accordance with Securities and Exchange  Commission Staff Bulletin No.
          104, "Revenue  Recognition in Financial  Statements".  Revenue will be
          recognized  only when the price is fixed or  determinable,  persuasive
          evidence  of an  arrangement  exists,  the  horses are  available  for
          immediate delivery, and collectibility is assured. The Company has not
          generated any revenue since inception on March 10, 2006.

     l)   Recent Accounting Pronouncements

          In February 2007, the Financial  Accounting  Standards  Board ("FASB")
          issued SFAS No. 159, "The Fair Value Option for  Financial  Assets and
          Financial  Liabilities - Including an Amendment of FASB  Statement No.
          115".  This  statement  permits  entities  to choose to  measure  many
          financial  instruments and certain other items at fair value.  Most of
          the  provisions  of SFAS No. 159 apply only to entities that elect the
          fair value option.  However, the amendment to SFAS No. 115 "Accounting
          for Certain  Investments in Debt and Equity Securities" applies to all
          entities with available-for-sale and trading securities.  SFAS No. 159
          is effective as of the beginning of an entity's first fiscal year that
          begins after November 15, 2007.  Early adoption is permitted as of the
          beginning of a fiscal year that begins on or before November 15, 2007,
          provided  the entity  also elects to apply the  provision  of SFAS No.
          157, "Fair Value Measurements".  The adoption of this statement is not
          expected  to  have  a  material  effect  on  the  Company's  financial
          statements.

          In September 2006, the SEC issued Staff  Accounting  Bulletin  ("SAB")
          No. 108,  "Considering  the Effects of Prior Year  Misstatements  when
          Quantifying  Misstatements in Current Year Financial  Statements." SAB
          No.  108  addresses   how  the  effects  of  prior  year   uncorrected
          misstatements  should be considered when quantifying  misstatements in
          current year financial  statements.  SAB No. 108 requires companies to
          quantify  misstatements  using a balance  sheet and  income  statement
          approach  and  to  evaluate   whether  either   approach   results  in
          quantifying   an  error  that  is   material   in  light  of  relevant
          quantitative  an  qualitative  factors.  SAB No. 108 is effective  for
          fiscal  years ending  after  November  15, 2006.  The adoption of this
          statement  did not have a  material  effect  on the  Company's  future
          reported financial position or results of operations.

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

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


                                       7
<PAGE>


          In June 2006, the FASB issued FASB Integration No. 48, "Accounting for
          Uncertainty in Income Taxes, an  interpretation of FASB Statements No.
          109" (FIN 48). FIN 48 clarifies  the  accounting  for  uncertainty  in
          income  taxes by  prescribing  a two-step  method of first  evaluating
          whether a tax  position  has met a more  likely  than not  recognition
          threshold  and second,  measuring  that tax position to determine  the
          amount of benefit to be recognized in the financial statements. FIN 48
          provides  guidance  on the  presentation  of such  positions  within a
          classified   statement   of   financial   position   as   well  as  on
          derecognition,  interest and penalties, accounting in interim periods,
          disclosure,  and  transition.  FIN 48 is  effective  for fiscal  years
          beginning  after  December 15, 2006.  The adoption of this standard is
          not  expected to have a material  effect on the  Company's  results of
          operations or financial position.

3.   Investment in Horses

     For the six month period ended April 30, 2007,  the Company  incurred  $nil
     (Period ending October 31, 2006 - $96,845) of direct  acquisition costs and
     $57,620 (October 31, 2006 - $21,763) of indirect  development costs related
     to breeding and training of seven  horses.  At April 30, 2007,  the Company
     recorded a writedown of the carrying  costs of $76,228  resulting  from the
     subsequent  sale of its entire horse  inventory for $100,000  subsequent to
     April 30, 2007. Refer to Note 5.


4.   Related Party Transactions

     a) Rent with a fair value of $250 per month and management  services with a
     fair value of $500 per month were  provided at no cost by the  President of
     the Company.  For the six month  period ended April 30, 2007,  donated rent
     and services of $1,500 (2006: $250) and $3,000 (2006: $500),  respectively,
     were charged to operations and treated as donated capital.

     b) In August  2006,  a  relative  of a  director  of the  Company  advanced
     $100,200 to the Company for working capital purposes. During the six months
     ended April 30,  2007,  a relative of a director of the Company  advanced a
     further $88,104 to the Company for working capital  purposes.  At April 30,
     2007, $188,304 (October 31, 2006 - $100,200) is owed by the Company.  These
     advances are unsecured, non-interest bearing, and are due on demand.

5.   Subsequent Event

     On May 25, 2007,  the Company  disposed of its entire horse  inventory  for
     cash proceeds of $100,000.



                                        8


<PAGE>


Item 2. Management's Discussion and Analysis and Plan of Operations

General

     The Company's  principal business in the purchase,  breeding,  training and
resale of thoroughbred  race horses.  In 2006 we purchased seven horses with the
intention of reselling  them as two year olds.  As of April 30, 2007 we have not
generated any revenues from the sale of our horses.

Three Months and Six Months Ended April 30, 2007 Compared to 2006.

     Revenues.  We have not generated any revenues  since our  incorporation  on
March 10, 2006.

     Expenses. During the three-months ended April 30, 2007, we incurred $92,529
of expenses, consisting mainly of $13,545 of professional (legal and accounting)
fees, and $76,228 in the writedown of the carrying value of our horses.  For the
six months ended April 30, 2007, our expenses were $99,918.

     Net  Loss.  For the three  months  ended  April  30,  2007 our net loss was
$92,529. For the six months ended April 30, 2007 our net loss was $99,918.

Proceeds From Initial Public Offering

     The initial public  offering of the Company's  Common Stock should close by
the end of August,  2007,  and will  result in the sale of  1,000,000  shares at
$0.30 per shares, for gross proceeds of $300,000.

     We will incur  continued  reporting costs to the SEC, and proceeds from the
offering  will be used as  required  to pay for the legal and  accounting  costs
related to the filings.

Liquidity

     As of April 30,  2007,  our cash  balance  was  $9,214 and we had a working
capital  deficit of  $100,310.  We did not generate any revenue in the six moths
ended April 30, 2007 and we have not generated any revenues  since our inception
to April  30,  2007.  All of our cash  needs  have  been met from  private  debt
financing and the sale of our equity securities.

     In May 2007, we sold our inventory of horses for $100,000.  We will use the
proceeds of such sales and money from our initial  public  offering to acquire a
new inventory of horses at auctions during our fourth fiscal quarter.

     With the completion of our initial public  offering,  we believe that, even
though our  auditors  have  expressed  substantial  doubt  about our  ability to
continue as a going concern, we will have sufficient financial resources to meet
our obligations for at least the next twelve months and beyond. Assuming that we
do not  increase  our current  capacity to provide  services,  our primary  cash
requirements   would  be  those  associated  with  maintaining  our  horses  and
maintaining our status as a reporting entity. We believe that on an annual basis
those costs would not exceed  $100,000 Based on this belief,  we believe we will
have  adequate  financial  resources  to meet our  financial  obligations  as we
currently conduct business for at least 12 months.

Item 3. Controls and Procedures

     (a)  Within the 90-day period prior to the date of this report,  we carried
          out an evaluation, under the supervision and with the participation of
          our  management,  including  the  Chief  Executive  Officer  and Chief
          Financial Officer, of the effectiveness of the design and operation of
          our disclosure  controls and procedures pursuant to Rule 13a-14 of the
          Securities  Exchange Act of 1934 (the "Exchange Act"). Based upon that
          evaluation,  the Chief Executive  officer and Chief Financial  Officer
          concluded that our disclosure controls and procedures are effective in
          timely alerting them to material  information  relating to the Company
          required to be included in our  Exchange Act  filings.  The  Executive
          Officer  responsible for the financial reporting and disclosure are in
          direct  control  of the  books  and  records  of the  Company  and are
          involved  first-hand  in the  decision  making  process  for  material
          transactions.

                                       9

<PAGE>


     (b)  There have been no significant  changes in our internal controls or in
          other factors,  which could  significantly  affect  internal  controls
          subsequent to the date we carried out our evaluation.

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.   Submission of Matters to a Vote of Security Holders

         None.

Item 5.   Other Information

         None.

Item 6.  Exhibits.

         31.1       Certification  by CEO/CFO pursuant to 18 USC Section 1350 as
                    adopted by Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1       Certification  by CEO/CFO pursuant to 18 USC Section 1350 as
                    adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

                                   SIGNATURES

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

     Date: July 27, 2007

                                                  ASPEN RACING STABLES, INC.



                                                  By: /s/ Dwight McLellan
                                                      --------------------------
                                                      Dwight McLellan, President