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

                                    FORM 10-Q/A

(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, 2008

[ ]  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.)

                 243 Cranfield Green SE, Calgary Alberta T3M 1C4
                    (Address of principal executive offices)

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


            Indicate  by check mark  whether the  registrant:  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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 large  accelerated  filed, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated filer,"  "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filed [ ]        Accelerated filer [ ]
Non-accelerated filer [ ]          Smaller reporting company [X]


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

As of June 3, 2008, registrant had outstanding 6,000,000 shares of common stock.









<PAGE>
<TABLE>
<CAPTION>

Item 1 - FINANCIAL STATEMENTS


Aspen Racing Stables Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)


                                                                  April 30,     October 31,
                                                                    2008           2007
                                                                      $              $
                                                                 (Unaudited)
                                                                  --------       --------
<S>                                                               <C>            <C>

ASSETS

Current Assets

   Cash                                                             64,330        189,361
 Investment in horses (Note 3)                                     110,000           --
 Prepaid expenses                                                     --              139
                                                                  --------       --------

Total Assets                                                       174,330        189,500
                                                                  ========       ========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                                                    17,735          8,632
Due to related party (Note 4(b))                                     3,684          3,684
                                                                  --------       --------

Total Liabilities                                                   21,419         12,316
                                                                  --------       --------


Commitments and Contingencies (Note 1)

Stockholders' Equity

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
6,000,000 shares issued and outstanding                              6,000          6,000
Additional Paid-in Capital                                         299,000        299,000
Donated Capital (Note 4(a))                                         18,750         14,250
Deficit Accumulated During the Development Stage                  (170,839)      (142,066)
                                                                  --------       --------

Total Stockholders' Equity                                         152,911        177,184
                                                                  --------       --------

Total Liabilities and Stockholders' Equity                         174,330        189,500
                                                                  ========       ========



  (The Accompanying Notes are an Integral Part of These Financial Statements)


                                       1
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)
(Unaudited)


                                      Accumulated from
                                       March 10, 2006    Three Months    Three Months      Six Months       Six Months
                                    (Date of Inception)     Ended            Ended            Ended            Ended
                                        to April 30,      April 30,        April 30,        April 30,        April 30,
                                            2008             2008            2007             2008             2007
                                             $                $                $                $                $
                                        ----------       ----------       ----------       ----------       ----------




Revenue                                     100,000             --               --               --               --

Cost of sales                               100,929             --               --               --               --
                                         ----------       ----------       ----------       ----------       ----------

Gross Profit                                   (929)            --               --               --               --
                                         ----------       ----------       ----------       ----------       ----------

Expenses

Donated rent (Note 4(a))                      6,250              750              750            1,500            1,500
Donated services (Note 4(a))                 12,500            1,500            1,500            3,000            3,000
General and administrative                    5,744              430              506              457              645
Professional fees                            66,738            8,035           13,545           23,816           18,545
Stable fees                                   2,450             --               --               --               --
Write down on investments in horses          76,228             --             76,228             --             76,228
                                         ----------       ----------       ----------       ----------       ----------

Total Expenses                              169,910           10,715           92,529           28,773           99,918
                                         ----------       ----------       ----------       ----------       ----------

Net Loss For the Period                    (170,839)         (10,715)         (92,529)         (28,773)         (99,918)
                                         ==========       ==========       ==========       ==========       ==========


Net Loss Per Share - Basic and Diluted                          --              (0.02)            --              (0.02)
                                         ==========       ==========       ==========       ==========       ==========


Weighted Average Shares Outstanding                        6,000,000        5,000,000        6,000,000        5,000,000
                                         ==========       ==========       ==========       ==========       ==========


   (The Accompanying Notes are an Integral Part of These Financial Statements)



                                       2
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)


                                                           Accumulated From
                                                           March 10, 2006      Six Months       Six Months
                                                          (Date of Inception)    Ended             Ended
                                                            to January 31,      April 30,         April 30,
                                                                2008              2008              2007
                                                                 $                 $                 $
                                                              --------          --------          --------


Operating Activities

 Net loss for the period                                      (170,839)          (28,773)          (99,918)

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

    Donated rent                                                 6,250             1,500             1,500
      Donated services                                          12,500             3,000             3,000
      Write-off of investment in horses                         76,228              --              76,228

Changes in operating assets and liabilities:

    Prepaid expenses                                              --                 139            (2,500)
    Accounts Payable                                            17,735             9,103           (15,679)
                                                              --------          --------          --------

Net Cash Flows Used In Operating Activities                    (58,126)          (15,031)          (37,369)
                                                              --------          --------          --------

Investing Activities

      Expenditures on investment in horses                    (286,228)         (110,000)          (46,568)
      Proceeds from the sale of horses                         100,000              --                --
                                                              --------          --------          --------

Net Cash Flows Used in Investing Activities                   (186,228)         (110,000)          (46,568)
                                                              ========          ========          ========

Financing Activities

Advances from a related party                                  197,103              --              88,104
Repayment to a related party                                  (193,419)             --                --
Proceeds from issuance of common stock                         300,000              --               5,000
Proceeds from stock subscriptions                                5,000              --                --
                                                              --------          --------          --------

Net Cash Flows Provided By Financing Activities                308,684              --              93,104
                                                              ========          ========          ========

Increase (Decrease) in Cash                                     64,330          (125,031)            9,167
Cash - Beginning of Period                                        --             189,361                47
                                                              --------          --------          --------

Cash - End of Period                                            64,330            64,330             9,214
                                                              ========          ========          ========
Supplemental Disclosures
Interest paid                                                     --                --                --
Income taxes paid                                                 --                --                --
                                                              ========          ========          ========

</TABLE>


  (The Accompanying Notes are an Integral Part of These Financial Statements)




                                       3
<PAGE>

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


1.   Development Stage Company

     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. On May 25, 2007, the Company sold the
     horses.  During the six month  period  ended  April 30,  2008,  the Company
     purchased one foal and commenced breeding and training of the foal with the
     intention of reselling the horse as a yearling.

     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,
     2008, the Company has accumulated  losses of $170,839 since inception and a
     working  capital  of  $152,911.   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.

     In August  2007,  the  Company  issued  1,000,000  shares of common  stock,
     pursuant to the SB-2, for cash proceeds of $300,000. The proceeds were used
     to repay  the  initial  cash  financing  of the  Company's  operations  and
     outstanding amounts owing to creditors. The remaining proceeds will be used
     to purchase additional horses and for working capital purposes.

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

         The  interim  unaudited  financial  statements  have been  prepared  in
         accordance with accounting  principles generally accepted in the United
         States for interim financial  information and with the instructions for
         Securities  and  Exchange  Commission  ("SEC")  Form 10-Q.  They do not
         include all of the  information  and  footnotes  required by  generally
         accepted  accounting  principles  for  complete  financial  statements.
         Therefore,  these  financial  statements  should be read in conjunction
         with the Company's audited  financial  statements and notes thereto for
         the year ended October 31, 2007,  included in the Company's  Form 10KSB
         filed on February 15, 2008 with the SEC.

         The financial statements included herein are unaudited;  however,  they
         contain all normal  recurring  accruals and  adjustments  that,  in the
         opinion of  management,  are necessary to present  fairly the Company's
         financial position at April 30, 2008, and the results of its operations
         and cash flows for the six months  ended April 30,  2008 and 2007.  The
         results of  operations  for the six months ended April 30, 2008 are not
         necessarily  indicative  of  the  results  to be  expected  for  future
         quarters or the full year.



                                       4
<PAGE>

2.   Summary of Significant Accounting Policies (Continued)

    c)   Use of Estimates

         The  preparation  of  financial  statements  in  conformity  with  U.S.
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities 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.  The Company regularly evaluates estimates
         and assumptions related to useful life and recoverability of investment
         in horses,  donated expenses, and deferred income tax asset valuations.
         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.

    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, 2008, and 2007 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, 2008, 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
         month period ended April 30, 2008,  the Company  purchased one foal for
         $110,000.

    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.



                                       5
<PAGE>

2.   Summary of Significant Accounting Policies (continued)

    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.

    k)   Revenue Recognition

         The  Company  recognizes  revenue  from  the  sale  of its'  horses  in
         accordance with Securities and Exchange  Commission  Staff Bulletin No.
         104,  "Revenue  Recognition  in  Financial   Statements".   Revenue  is
         recognized  only  when the price is fixed or  determinable,  persuasive
         evidence  of an  arrangement  exists,  the  horses  are  available  for
         immediate delivery, and collectability is assured. On May 25, 2007, the
         Company  disposed of its entire  purchased  horse  inventory  for total
         revenue of $100,000.

    l)   Recently Issued Accounting Pronouncements

         In May 2008, the Financial  Accounting  Standards Board ("FASB") issued
         SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts -
         An  interpretation of FASB Statement No. 60". SFAS 163 requires that an
         insurance  enterprise  recognize a claim liability prior to an event of
         default when there is evidence that credit  deterioration  has occurred
         in an insured financial obligation.  It also clarifies how Statement 60
         applies to  financial  guarantee  insurance  contracts,  including  the
         recognition  and  measurement to be used to account for premium revenue
         and  claim  liabilities,   and  requires  expanded   disclosures  about
         financial guarantee insurance contracts.  It is effective for financial
         statements  issued for fiscal years  beginning after December 15, 2008,
         except  for  some   disclosures   about  the   insurance   enterprise's
         risk-management  activities.  SFAS 163 requires that disclosures  about
         the risk-management activities of the insurance enterprise be effective
         for the  first  period  beginning  after  issuance.  Except  for  those
         disclosures, earlier application is not permitted. The adoption of this
         statement  is not expected to have a material  effect on the  Company's
         financial statements.

         In May 2008,  the FASB issued SFAS No. 162, "The Hierarchy of Generally
         Accepted  Accounting  Principles".  SFAS 162  identifies the sources of
         accounting principles and the framework for selecting the principles to
         be used in the preparation of financial  statements of  nongovernmental
         entities  that are  presented in  conformity  with  generally  accepted
         accounting  principles  in the United  States.  It is effective 60 days
         following the SEC's approval of the Public Company Accounting Oversight
         Board  amendments to AU Section 411, "The Meaning of Present  Fairly in
         Conformity With Generally Accepted Accounting Principles". The adoption
         of this  statement  is not  expected  to have a material  effect on the
         Company's financial statements.

         In  March  2008,  the FASB  issued  SFAS No.  161,  "Disclosures  about
         Derivative  Instruments  and Hedging  Activities - an amendment to FASB
         Statement  No.  133".  SFAS No. 161 is  intended  to improve  financial
         standards  for  derivative   instruments  and  hedging   activities  by
         requiring enhanced disclosures to enable investors to better understand
         their effects on an entity's financial position, financial performance,
         and cash flows.  Entities are required to provide enhanced  disclosures
         about: (a) how and why an entity uses derivative  instruments;  (b) how
         derivative instruments and related hedged items are accounted for under
         Statement 133 and its related  interpretations;  and (c) how derivative
         instruments  and related  hedged  items  affect an  entity's  financial
         position,  financial  performance,  and cash flows. It is effective for
         financial  statements  issued for fiscal years beginning after November
         15,  2008,  with  early  adoption  encouraged.  The  adoption  of  this
         statement  is not expected to have a material  effect on the  Company's
         financial statements.



                                       6
<PAGE>

2.   Summary of Significant  Accounting  Policies  (continued)

    l)   Recently Issued Accounting Pronouncements (continued)

         December 2007, the FASB issued SFAS No. 141R, "Business  Combinations".
         This statement replaces SFAS 141 and defines the acquirer in a business
         combination  as  the  entity  that  obtains  control  of  one  or  more
         businesses in a business  combination  and  establishes the acquisition
         date as the date that the acquirer achieves control. SFAS 141R requires
         an acquirer to recognize the assets acquired,  the liabilities assumed,
         and any  noncontrolling  interest in the  acquiree  at the  acquisition
         date,  measured  at their fair  values as of that date.  SFAS 141R also
         requires  the  acquirer to recognize  contingent  consideration  at the
         acquisition  date,  measured  at its  fair  value  at that  date.  This
         statement is effective for fiscal  years,  and interim  periods  within
         those fiscal years, beginning on or after December 15, 2008 and earlier
         adoption is prohibited.  The adoption of this statement is not expected
         to have a material effect on the Company's financial statements.

         In  December  2007,  the  FASB  issued  SFAS No.  160,  "Noncontrolling
         Interests  in  Consolidated   Financial   Statements   Liabilities  -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.  This statement
         is effective for fiscal years,  and interim periods within those fiscal
         years,  beginning on or after December 15, 2008 and earlier adoption is
         prohibited.  The  adoption of this  statement is not expected to have a
         material effect on the Company's financial statements.

         In February  2007, the 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.

    m)   Reclassification

         Certain items within the financial  statements  have been  reclassified
         for presentation purposes.

3.   Investment in Horses

     During the six month  period  ended April 30,  2008,  the Company  incurred
     $110,000 (2007 - $nil) of direct acquisition costs of one horse.

4.   Related Party Transactions

     a)  During  the  six  month  period  ended  April  30,  2008,  the  Company
         recognized  a total of $1,500  (2007 - $1,500) of donated  rent at $250
         per month and $3,000 (2007 - $3,000) of donated management  services at
         $500 per month provided by the President of the Company.

     b)  As at April 30,  2008,  the  Company  owes $3,684  (October  31, 2007 -
         $3,684)  for  shareholder  advances.   These  advances  are  unsecured,
         non-interest bearing, and are due on demand.

5.   Commitment

     The Company  entered into a Management  Agreement  dated March 7, 2008 with
     Thoroughbreds  Inc.  (the  "Manager")  for a term of  eighteen  months,  to
     provide  certain  services  related to the purchase,  training and managing
     race horses to be acquired.  The Manager will pay all expenses  incurred in
     conjunction with the horse racing  operations,  and will receive 50% of all
     net revenues from the horse racing operations.



                                       7
<PAGE>

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


This Item 2 and the April 30,  2008  Quarterly  Report on Form 10-Q may  contain
"forward-looking  statements." In some cases,  you can identify  forward-looking
statements by terminology such as "may," "will," "should,"  "could,"  "expects,"
"plans,"  "intends,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential"  or  "continue"  or the negative of such terms and other  comparable
terminology.  These  forward-looking  statements  include,  without  limitation,
statements about our market opportunity, our strategies,  competition,  expected
activities and  expenditures as we pursue our business plan, and the adequacy of
our  available  cash  resources.  Although  we  believe  that  the  expectations
reflected in any forward-looking  statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.  Actual results
may differ  materially from the predictions  discussed in these  forward-looking
statements.  Changes in the  circumstances  upon  which we base our  predictions
and/or forward-looking statements could materially affect our actual results.

We do not  undertake  any  obligation  to  publicly  update any  forward-looking
statement, whether as a result of new information,  future events, or otherwise,
except as required by law.  Such  forward-looking  statements  involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause our  actual
results or  achievements  to be materially  different from any future results or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors include the factors  described in our audited  financial  statements and
elsewhere in the Company's  annual audited  financial  statements for the period
ended  October 31, 2007 included in our Annual Report for the year ended October
31, 2007.

Further,  in connection  with,  and because we desire to take  advantage of, the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995, we caution readers  regarding  certain  forward looking  statements in the
following  discussion  and  elsewhere in this report and in any other  statement
made by, or on our behalf,  whether or not in future filings with the Securities
and Exchange Commission.  Forward looking statements are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which,  with  respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual  results and could cause actual  results to differ  materially
from  those  expressed  in any  forward  looking  statements  made by, or on our
behalf.

The following  should be read in conjunction  with our annual audited  financial
statements included in our Annual Report for the year ended October 31, 2007.

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,  2008 we have
generated $100,000 in revenues from the sale of our horses.

Three Months Ended April 30, 2008 Compared to 2007.

     Revenues.  We have generated zero revenues for the three months ended April
30, 2008, versus zero revenues for the same period in 2007.

     Expenses. During the three-months ended April 30, 2008, we incurred $10,715
of expenses,  consisting mainly of $8,035 of professional (legal and accounting)
fees.  For the  comparable  period in 2007,  our  total  expenses  were  $92,529
consisting  mainly of $76,228 for write down on investment in horses and $13,545
of professional (legal and accounting) fees.

     Net  Loss.  For the three  months  ended  April  30,  2008 our net loss was
$10,715 compared to $92,529 for the comparable period in 2007.

Six Months ended April 30, 2008 compared to 2007.

Revenues.  We have  generated  zero  revenues for the six months ended April 30,
2008, versus zero revenues for the same period in 2007.

     Expenses.  During the six months ended April 30, 2008, we incurred  $28,773
of expenses, consisting mainly of $23,816 of professional (legal and accounting)
fees.  For the  comparable  period in 2007,  our  total  expenses  were  $99,918
consisting  mainly of $76,228 for write down on investment in horses and $18,545
of professional (legal and accounting) fees.

     Net Loss.  For the six months ended April 30, 2008 our net loss was $28,773
compared to $99,918 for the comparable period in 2007.



                                       8
<PAGE>

Proceeds From Initial Public Offering

     The initial public offering of the Company's  Common Stock closed on August
24, 2007, and has resulted in the sale of 1,000,000  shares at $0.30 per shares,
for gross proceeds of $300,000. The proceeds were used to repay the initial cash
financing  of  the  Company's   operations  and  outstanding  amounts  owing  to
creditors. The remaining proceeds will be used to purchase additional horses.

     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. These are estimated to be $18,000 for our current fiscal
year and will be paid for from cash on hand.

Liquidity

     As of April 30 2008, our cash balance was $64,330.  We did not generate any
revenues for the three  months ended April 30, 2008.  All of our cash needs have
been met from cash on hand.

     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. Quantitative and Qualitative Disclosures about Market Risk.
We do not use derivative financial instruments. Our financial instruments consis
of cash and cash equivalents, accounts receivable and accounts payable. Investme
in highly liquid instruments purchased with a remaining maturity of 90 days or
less at the date of purchase are considered to be cash equivalents. The Company'
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.


Item 4T. Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures

Ms.  Trixy  Sasnyiuk-Walt  , Aspen  Racing  Stables,  Inc.  President  and Chief
Executive  Officer,  evaluated the  effectiveness of the design and operation of
its  disclosure  controls  and  procedures  as  defined  in  Exchange  Act  Rule
13a-15(e).  The term  "disclosure  controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended,
(the  Exchange  Act) means  controls and other  procedures of a company that are
designed to ensure that this information is recorded, processed, summarized, and
reported  within  the time  periods  specified  in the SEC's  rules  and  forms.
Disclosure  controls and procedures include controls and procedures  designed to
ensure that  information  required to be  disclosed  by a company in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the company's  management,  including  its principal  executive and principal
financial officers,  as appropriate to allow timely decisions regarding required
disclosure. Based upon his evaluation of its disclosure controls and procedures,
Aspen Racing Stables'  President and chief executive officer has concluded that,
as of April 30, 2008 and as of the date of filing, the controls,  and procedures
were effective at a reasonable  assurance  level and will continue to operate as
designed.

Aspen Racing Stables,  Inc.  maintains  certain internal controls over financial
reporting that are appropriate,  consistent with cost-benefit considerations, to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles.

     (b)  Management's Report on Internal Control over Financial Reporting

         Our management is responsible for establishing and maintaining adequate
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the Exchange  Act). Our management  assessed the  effectiveness  of our internal
control  over  financial  reporting  as  of  April  30,  2008.  In  making  this
assessment,  our  management  used the  criteria  set forth by the  Committee of
Sponsoring    Organizations    of   the   Treadway    Commission   in   Internal
Control-Integrated Framework. Our management has concluded that, as of April 30,
2008, our internal control over financial  reporting is effective based on these
criteria.  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



                                       9
<PAGE>

public  accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

     (c)  Changes in Internal Control over Financial Reporting

There were no changes in the company's internal control over financial reporting
that  occurred  during the period  covered by this  quarterly  report  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
company's internal control over financial reporting.



                          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.

         10.1       Agreement dated March 7, 2008 with Thoroughbred

         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: June 12, 2008

                                                  ASPEN RACING STABLES, INC.



                                                  By: /s/ Trixy Sasnyiuk-Walt
                                                      --------------------------
                                                      President





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