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

                                    FORM 10-K

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2011

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

                          COMMISSION FILE NO. 000-21477

                                   ASPI, INC.
                ------------------------------------------------
               (EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)

                   DELAWARE                                  27-0514566
----------------------------------------------      ---------------------------
         (STATE OR OTHER JURISDICTION                     (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NUMBER)

               7609 RALSTON ROAD
               ARVADA, COLORADO                                80002
----------------------------------------------      ---------------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                                 (303) 421-8127
                       ----------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.01 PAR VALUE

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

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 if disclosure of delinquent  filers  pursuant 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 or any amendment to this
Form 10-K. |_|


<PAGE>

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition of "accelerated  filer and large accelerated  filer" in Rule 12b-2 of
the Exchange Act. (check one):

Large accelerated filer  |_|    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 of the Exchange Act). Yes |_| No |X|

The aggregate market value of the voting common stock held by  non-affiliates of
the  Registrant  on  October  7, 2011 was  approximately  $5,820  based upon the
reported  closing  sale price of such  shares on the Over the  Counter  Bulletin
Board for that  date.  As of  October 7,  2011,  there  were  73,879,655  shares
outstanding of which 582,013 shares were held by non-affiliates.


<PAGE>

                                TABLE OF CONTENTS

 ITEM                              DESCRIPTION                              PAGE
--------       ------------------------------------------------------------ ----
PART I

Item 1.        Business                                                        1

Item 1A.       Risk Factors                                                    5

Item 1B.       Unresolved Staff Comments                                       8

Item 2.        Description of Properties                                       9

Item 3.        Legal Proceedings                                               9

Item 4.        Removed and Reserved.                                           9

PART II

Item 5.        Market for Registrant's Common Equity,  Related Stockholder
               Matters, and Issuer Purchases of Equity Securities              9

Item 6.        Selected Financial Data                                        10

Item 7.        Management's Discussion and Analysis of Financial Condition    11
               and Results of Operations

Item 7A.       Quantative and Qualiative Disclosures About Market Risk        14

Item 8.        Financial Statements and Supplementary Data                    14

Item 9.        Changes in and Disagreements with Accountants on Accounting    29
               and Financial Disclosure

Item 9A.       Controls and Procedures                                        29

Item 9B.       Other Information                                              30

PART III

Item 10.       Directors, Executive Officers and Corporate Governance         31

Item 11.       Executive Compensation                                         33

Item 12.       Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters                                34

Item 13.       Certain Relationships and Related Transactions and Director
               Independence                                                   35


Item 14.       Principal Accountant Fees and Services                         36

Item 15.       Exhibits and Financial Statement Schedules                     37


<PAGE>

                           FORWARD-LOOKING STATEMENTS

IN ADDITION TO HISTORICAL INFORMATION, SOME OF THE INFORMATION PRESENTED IN THIS
ANNUAL  REPORT ON FORM 10-K  CONTAINS  "FORWARD-LOOKING  STATEMENTS"  WITHIN THE
MEANING OF THE  PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF 1995  (THE"REFORM
ACT"). ALTHOUGH ASPI, INC. ("ASPI" OR THE "COMPANY",  WHICH MAY ALSO BE REFERRED
TO AS  "WE",  "US" OR  "OUR")  BELIEVES  THAT  ITS  EXPECTATIONS  ARE  BASED  ON
REASONABLE  ASSUMPTIONS  WITHIN THE BOUNDS OF ITS  KNOWLEDGE OF ITS BUSINESS AND
OPERATIONS:  THERE CAN BE NO  ASSURANCE  THAT  ACTUAL  RESULTS  WILL NOT  DIFFER
MATERIALLY FROM OUR EXPECTATIONS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY
FROM THOSE  ANTICIPATED,  INCLUDING  BUT NOT  LIMITED  TO, OUR  ABILITY TO REACH
SATISFACTORILY NEGOTIATED SETTLEMENTS WITH OUR OUTSTANDING CREDITORS, RAISE DEBT
AND, OR, EQUITY TO FUND  NEGOTIATED  SETTLEMENTS  WITH OUR CREDITORS AND TO MEET
OUR ONGOING  OPERATING  EXPENSES AND MERGE WITH ANOTHER ENTITY WITH  EXPERIENCED
MANAGEMENT AND OPPORTUNITIES FOR GROWTH IN RETURN FOR SHARES OF OUR COMMON STOCK
TO CREATE VALUE FOR OUR SHAREHOLDERS. CAUTIONARY STATEMENTS REGARDING THE RISKS,
UNCERTAINTIES AND OTHER FACTORS ASSOCIATED WITH THESE FORWARD-LOOKING STATEMENTS
ARE DISCUSSED UNDER "RISK FACTORS" IN THIS FORM 10-K. YOU ARE URGED TO CAREFULLY
CONSIDER THESE FACTORS, AS WELL AS OTHER INFORMATION CONTAINED IN THIS FORM 10-K
AND IN OUR OTHER PERIODIC REPORTS AND DOCUMENTS FILED WITH THE SEC.

                                     PART I

ITEM 1.  BUSINESS
-----------------

COMPANY HISTORY AND OVERVIEW

ASPI,  Inc.  ("Company" or "APSI") was formed in Delaware in September 29, 2008.
On May 21, 2009, ASPI merged with Aspeon,  Inc. (Aspeon) and A08 Holdings,  Inc.
(A08) to  reorganize  into a holding  company  structure  under which ASPI would
survive as the holding  company by merger with Aspeon and A08. After the merger,
holders of Aspeon common stock received an equivalent  number of shares of ASPI,
and such shares have the same rights,  privileges and  preferences as the shares
of the common stock of Aspeon.  Prior to the  reorganization,  ASPI and A08 were
wholly-owned subsidiaries of Aspeon. Also on June 30, 2009, ASPI sold A08 to and
unrelated third party for nominal consideration.

We have two wholly-owned  subsidiaries,  Mega Action Limited ("Mega"), a British
Virgin Island Corporation, and Prestige Prime Office, Limited (Prestige), a Hong
Kong Special Administrative Region Corporation  (collectively referred to as the
"Company", "we", "our", or "us".)

The Company  operates  primarily as an office  service  provider,  in Hong Kong,
through its wholly-owned  subsidiary,  Prestige.  Prestige provides office space
that is fully furnished,  equipped and staffed,  located at premier addresses in
central  business  districts  with  convenient  access to  airports  and  public
transportation.  Services include advanced communication system, network access,
updated IT and  world-class  administrative  support,  as well as a full menu of
business services and facilities, such as meeting rooms and video conferencing.

PRESTIGE PRIME OFFICE, LTD. ACQUISITION

Effective  June 30,  2010,  ASPI  entered  into an  Acquisition  Agreement  with
Prestige Prime Office, Ltd. Under the Agreement, ASPI acquired all of the issued
and outstanding common stock of Prestige Prime Office, LTD. ("Prestige"), a Hong
Kong Special Administrative Region Corporation.  As a result of the acquisition,
Prestige became a wholly-owned subsidiary of ASPI.

                                      -1-
<PAGE>

In exchange  for $50,000  cash and  60,000,000  restricted  shares of the common
stock of ASPI,  ASPI acquired 100% all of the 4,000,000  issued and  outstanding
shares of the common stock of Prestige.

Prestige  had one sole  shareholder,  Mr.  Yeung Cheuk Hung.  As a result of the
acquisition,   Mr.  Yeung  became  the  majority  shareholder  of  ASPI  holding
approximately  81.21% of the issued and outstanding  common stock of ASPI. Prior
to  the  transaction   with  Prestige,   the  Company  had  nominal  assets  and
liabilities,  and 13,879,655 shares outstanding of common stock. The Company has
accounted for the transaction with Prestige as a reverse merger followed up with
a recapitalization whereby no goodwill is recorded.  Accordingly, the historical
financial  information  included  in  these  financial  statements  are  that of
Prestige.

MEGA ACTION LIMITED

During the year ended June 30, 2010, the Company incorporated a subsidiary, Mega
Action  Limited,  a BVI  corporation  (the  "Subsidiary").  Two of the Company's
directors,  Yuen Ling Look and Siu Lun Tong,  act as  directors  of Mega  Action
Limited.

In consideration  of $1.00,  Mega Action Limited issued the Company one share of
Mega Action Limited  ("Mega").  There is only one share of Mega share issued and
outstanding.  Mega is a wholly owned Subsidiary of the Company. Mega Action will
operate as the eastern operations management division of the Company.

LEASEHOLD ACQUISITION

On  September  8,  2011,  Prestige  entered  into an  Agreement  with  Huge Earn
Investments Limited ("Huge Earn") to purchase certain leaseholds in exchange for
25,000,000  of shares of the  Company's  restricted  common stock and a $450,000
promissory  note with  anticipated  due date of six months  from  issuance.  The
promissory  note will not accrue  interest.  It is  anticipated  the transfer of
leases will occur on October 1, 2011.

The leasehold is  approximately  4,419 square feet and includes 24 offices and 2
conference rooms. At the time of the exchange approximately 15 offices have been
leased out and Huge Earn holds  approximately  $57,725  in  deposits  from these
leases  which will be credited  against the balance of the  $450,000  promissory
note upon transfer to Prestige.

As  part  of the  transaction,  Prestige  will  enter  into  a new 3 year  lease
agreement for the space, from October 1, 2011 through September 30, 2013.

BUSINESS

ASPI's current goal is to be a serviced office provider through its wholly-owned
subsidiary, Prestige Prime Office Ltd. in Hong Kong.

The office space provided by Prestige is fully furnished,  equipped and staffed,
located at addresses in central  business  districts with  convenient  access to
airports or public  transportation.  Services to be  provided  include  advanced
communication systems, network access, updated IT and world-class administrative
support,  as well as a full menu of business  services and  facilities,  such as
meeting rooms and video conferencing.

Prestige  intends to provide  services  that will  support the growing  trend of
mobile  and at home  working.  Supporting  workers  at home and on the road with
services such as Virtual  Office and Virtual PA,  providing  dedicated  business
addresses as their business base, as well as mail and call handling services.

                                      -2-
<PAGE>

Executives across business sectors,  geographic  locations,  and from every size
organization,  seek to more  effectively  manage  business risk,  maximize their
financial  resources,  and increase their flexibility to accommodate  growth and
the dynamic changes in the market.

Companies  of all  sizes can use the  Company's  solutions  to reduce  costs and
remove the burden of property  ownership  and  management,  but at the same time
have a workplace to suit whenever and wherever they want to work.

MARKET OPPORTUNITY

COST EFFECTIVE

Businesses are increasingly  looking at office space requirements as a strategic
component of their business plan.

Through  serviced office space,  clients are free to run their business  without
the financial or management  burden that comes with  traditional  office rental.
Prestige  provides  offices that are equipped and ready for use. All the clients
need to do is to is move in.  Clients are not  required to shop for and purchase
office equipment and furniture, make telecommunications arrangements, etc.

FLEXIBILITY

Workplace  outsourcing  enables  companies  to seize  new  market  opportunities
because the office  infrastructure  is already in place,  which is  particularly
beneficial when businesses are setting up offices in emerging markets.

The flexible  rental  length,  from 1 week up to 1 year,  minimizes the risk and
complications of exploring a new market or business opportunities.

GATEWAY

Attributing  to Hong Kong's  location and monetary  system,  companies set up in
Hong Kong are provided a gateway to develop business in Mainland China.  Because
of this  advantage,  it's  expected  that more and more  companies  will  locate
businesses in Hong Kong.  Prestige is able to provide flexibility and efficiency
to companies which are new to the region.

COMPANY RIGHTSIZING

The  current  economic  conditions  have  led to a  chain  reaction  of  company
downsizing  in order to  reduce  cost.  Most of the  companies  are left  with a
minimum number of staff.  These companies need an office space that can flexibly
fit their company size and budget.  While the traditional  rental office creates
abundant space and heavy capital commitments, compromising companies' liquidity,
the  serviced  office on the other hand  provides an optimum  office  space at a
minimized cost, and the flexibility for company downsizing or company expansion.

FULL SUPPORT

In a serviced  office,  clients don't need to physically own,  install,  hire or
manage any aspect of a traditional office environment. Clients only pay for what
is needed,  as it is used.  For companies  serious about time and cash flow, the
serviced  office  concept   provides  the  ability  to  focus  on  strategy  and
operations.

                                      -3-
<PAGE>

Prestige provides a range of Workstyle  Solutions,  providing customers with the
offices,  services,  and  products  they  require  according to whether they are
predominantly in the office, work from home or are regular travelers.

COMPETITION

There are  approximately  50 serviced  office  providers in Hong Kong offering a
varying scale of services.  Most of the centers' occupancy are at 80%. Under the
recent  economy,  some of the  providers  are  expanding to meet the  increasing
demand, namely SBC, set up in 1995, and Jumpstart,  set up in 2002, have 8 and 6
centers, respectively, in Hong Kong.

PRESTIGE'S COMPETITIVE ADVANTAGE

o        Exclusive location and rate
                  The business  center is located in the central  business  area
                  and Prestige can offer clients a  competitive  rate because of
                  the rental  agreement with the landlord.  The rate is expected
                  to be 10%-15% lower than the market rate.

o        Professional support
                  From  setting up an office,  to holding a meeting or doing any
                  administrative  chores,  Prestige's  staff  makes  having  and
                  running a workplace simple. To meet new business needs,  there
                  is constant upgrade of employees' skills as technology and new
                  standards evolve.

o        Flexibility
                  Prestige  offers a wide  choice of contract  periods.  And the
                  clients can, without binding, upgrade the room or transfer the
                  office to any of our locations, without penalty.

o        Cost effective
                  Prestige  helps set up an office at the lowest cost  possible.
                  Reserving  facilities  and office  support  services  at short
                  notice and using them with 10-minute increments so as to avoid
                  the additional  charges inherent of an hourly system.  Clients
                  only pay for what they use.

o        Smart technology
                    IP phone and  Internet-based  offices  allow clients to work
                    remotely,  reserve  facilities and services on the Internet,
                    confirm invoice details online etc. There are regular update
                    and upgrades of the systems to meet the ever changing  needs
                    and provide a convenient and user-friendly  platform for the
                    customers.

o        Ongoing development
                  Prestige  works  to make  continuous  investments  to  improve
                  efficiency   and  provide   clients   enhanced   services  and
                  innovative technology at reasonable rates.

BUSINESS DEVELOPMENT & FUTURE PROSPECTS

PHASE-IN APPROACH

The  Company  has a full  plan of  development  that is put into  place  through
different phases. A phase-in approach allows the Company to stabilize cash flow.
Also, the experience from running the first center will provide the Company with
the necessary experiences that can be used to improve quality and lower costs as
it opens new centers.

                                      -4-
<PAGE>

THE FIRST CENTER

The first  center is composed of two units at  Silvercord,  No.30  Canton  Road,
Tsimshatsui,  which is a premier commercial building in Hong Kong. The center is
on one floor and occupies approximately 5,000 square feet.

INTELLECTUAL PROPERTY

We do not hold any patents or patent applications.

EMPLOYEES

As of June 30, 2011,  we had 8 employees,  employed  solely by our  wholly-owned
subsidiary,  Prestige.  The Company's officers do not have employment agreements
at this  time.  We feel  that  are  relations  with  our  employees  are in good
standing.

ITEM 1A. RISK FACTORS
---------------------

You should be aware that there are various risks  associated  with our business,
and us, including the ones discussed below. You should carefully  consider these
risk factors,  as well as the other information  contained in this Form 10-K, in
evaluating us and our business.

WE HAVE LIMITED WORKING CAPITAL AND LIMITED CASH FUNDS.

At June 30, 2011, we have total current  assets of $77,319,  of which $26,506 is
cash on hand. At June 30, 2011, we have total current  liabilities  of $703,598.
We have a working  capital  deficit of $(626,279)  at June 30, 2011.  During the
year ended June 30, 2011,  we recognized  revenues of $193,491 but  recognized a
net loss of $457,901.

We have  limited  funds,  and such  funds may not be  adequate  to carry out the
business plan. Our cash inflows from our operating  activities are not enough to
cover the costs incurred by our operational activities.  The ultimate success of
our business may depend upon our ability to raise  additional  capital.  We have
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of additional capital. If additional capital is needed,  there is no
assurance  that funds will be available  from any source or, if available,  that
they can be obtained on terms acceptable to us. If not available, our operations
will be limited to those that can be financed with its modest capital.

RISING EXPENSES AT BOTH THE PROPERTY AND THE COMPANY LEVEL COULD REDUCE OUR CASH
FLOWS.

Our serviced  offices  will be subject to  operating  risks common to offices in
general, any or all of which may reduce revenues and cash flows. If any property
is not substantially occupied or if services are being paid in an amount that is
insufficient to cover operating  expenses,  we could be required to expend funds
with  respect  to  operating  expenses.  The  serviced  offices  are  subject to
increases in utility costs,  operating  expenses,  insurance costs,  repairs and
maintenance and administrative expenses. We could be required to pay some or all
of those costs which would reduce our income and cash  available  for  expansion
plans.

                                      -5-

<PAGE>

TERMINATIONS COULD REDUCE OUR REVENUES

Our  success  depends  upon the  occupancy  levels,  the  rental  income and the
operating  expenses of our properties and our company.  We may be unable to fill
office  space at 100% or we may lose clients as their  companies  expand in size
and no longer need a serviced office.  These events and others could cause us to
recognize less revenue.

FLUCTUATION  IN THE VALUE OF THE HONG KONG  DOLLAR MAY HAVE A  MATERIAL  ADVERSE
EFFECT ON OUR FINANCIAL STATEMENTS.

Our operations are located in Hong Kong and as such our financial activities are
done in Hong Kong Dollars.  In accordance with United States Generally  Accepted
Accounting  Procedures  (US GAAP) our financial  statements are reported in U.S.
Dollars. The value of the Hong Kong Dollar against the U.S. dollar may fluctuate
and is affected  by,  among other  things,  changes in  political  and  economic
conditions.  An  appreciation  of the Hong Kong dollar  against the U.S.  dollar
could result in foreign  currency  translation  losses for  financial  reporting
purposes  when we  translate  our Hong Kong  denominated  liabilities  into U.S.
Dollars, as the U.S. Dollar would likely be our reporting currency.

ASPI IS A HOLDING  COMPANY,  AND THERE ARE LIMITATIONS ON OUR ABILITY TO RECEIVE
DISTRIBUTIONS FROM OUR SUBSIDIARIES.

We conduct all of our operations  through our wholly-owned  subsidiaries and are
dependent  upon  dividends  or other  intercompany  transfers  of funds from our
subsidiaries to meet our obligations.  Moreover,  our subsidiaries are currently
limited in their ability to pay dividends or make distributions to us. We cannot
make any  assurances  that we will be able to fund the  operations of the parent
company in such manner.

OUR SUCCESS  DEPENDS  SUBSTANTIALLY  ON THE  CONTINUED  RETENTION OF CERTAIN KEY
PERSONNEL AND OUR ABILITY TO HIRE AND RETAIN  QUALIFIED  PERSONNEL IN THE FUTURE
TO SUPPORT OUR GROWTH.

If one or more of our senior  executives  or other key  personnel  are unable or
unwilling to continue in their present positions,  we may not be able to replace
them  easily or at all.  As a result,  our  business  may be  disrupted  and our
financial  condition and results of operations  may be materially  and adversely
affected.  While we depend on the  abilities  and  participation  of our current
management  team  generally,  we have a particular  reliance upon Ms. Look,  our
Chief Executive Officer and Chief Financial Officer. The loss of the services of
Ms. Look for any reason could  significantly  impact our business and results of
operations.

OUR  OFFICERS AND  DIRECTORS  MAY HAVE  CONFLICTS  OF INTEREST  WHICH MAY NOT BE
RESOLVED FAVORABLY TO US.

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is consistent with fiduciary duties to us.

                                      -6-

<PAGE>

BECAUSE  INSIDERS  CONTROL OUR ACTIVITIES,  THAT MAY CAUSE US TO ACT IN A MANNER
THAT IS MOST  BENEFICIAL  TO THEM AND NOT TO OUTSIDE  SHAREHOLDERS  WHICH  COULD
CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY.

Mr. Yeung Cheuk Hung, an affiliate of the Company, owns approximately 81% of our
issued  and  outstanding   common  stock  (after  the  Huge  Earnings  Leasehold
Acquisition, he will hold approximately 61%). As a result, Mr. Yeung effectively
controls all matters requiring stockholder  approval,  including the election of
directors,  the approval of significant corporate transactions,  such as mergers
and related party transactions. These insiders also have the ability to delay or
perhaps even block,  by their  ownership  of our stock,  an  unsolicited  tender
offer.  This  concentration  of  ownership  could have the  effect of  delaying,
deterring  or  preventing a change in control of our company that you might view
favorably.

LOSS OF  CONTROL  BY OUR  STOCKHOLDERS  MAY OCCUR UPON  ISSUANCE  OF  ADDITIONAL
SHARES.

We may issue  additional  shares,  in the  future,  as  consideration  for cash,
assets,  or services out of our authorized but unissued common stock that would,
upon issuance,  represent a majority of our voting power and equity.  The result
of such an issuance would be those new stockholders and management would control
us, and persons  unknown  could  replace our  management  at this time.  Such an
occurrence  would result in a greatly  reduced  percentage of ownership of us by
our current stockholders.

We will be  issuing  25,000,000  shares  of our  restricted  stock  as part of a
leasehold  acquisition,  discussed on page 2, after the issuance of such shares,
this  shareholder  will hold  approximately  25% of the issued  and  outstanding
common stock, approximately 98,879,655 shares.

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND  FINRA  MAY HAVE AN  EFFECT ON THE
TRADABILITY OF OUR SECURITIES.

Our securities are currently  listed on the Over the Counter  Bulletin Board and
the Pink Sheets. Our shares are subject to a Securities and Exchange  Commission
rule that imposes special sales practice  requirements upon  broker-dealers  who
sell such securities to persons other than  established  customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms,  institutions with assets in excess of $5,000,000, or individuals
having a net worth in  excess of  $1,000,000  or  having an annual  income  that
exceeds  $200,000  (or that,  when  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of  broker-dealers  to sell our  securities  and also may
affect the ability of purchasers  in this  offering to sell their  securities in
any market that might develop therefore.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.

Shareholders  should be aware that,  according  to the  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price

                                      -7-
<PAGE>

projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The shares of our common stock may be  thinly-traded  on the OTC Bulletin Board,
meaning that the number of persons interested in purchasing our shares of common
stock  at or near ask  prices  at any  given  time  may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase  of our  shares of common  stock  until such time as we
became more  seasoned  and  viable.  As a  consequence,  there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted  securities for six months may, under certain conditions,  sell every
three months, in brokerage transactions, a number of Shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
nonaffiliate after the owner has held the restricted  securities for a period of
six months. A sale under Rule 144 or under any other exemption from the Act, may
have a  depressive  effect upon the price of the common stock in any market that
may develop.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

None

                                      -8-
<PAGE>



ITEM 2. DESCRIPTION OF PROPERTIES
---------------------------------

Our mailing address is 7609 Ralston Road, Arvada, Colorado.

Our wholly-owned  subsidiary,  Prestige  operates from Silvercord,  No.30 Canton
Road,  Tsimshatsui,  which is a premier  commercial  building in Hong Kong.  The
center is located on one floor and occupies  approximately 5,000 square feet. We
pay an annual rental rate of $213,780.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

To the best of our  knowledge  and  belief,  there is no  pending  legal  action
against the Company.

ITEM 4.  REMOVED AND RESERVED.
------------------------------

                                     PART II

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

The  following  table sets forth the range of high and low sales  prices for the
Company's common stock for each of the fiscal quarters for the past two years as
reported on the OTC Bulletin Board. These prices represent  inter-dealer  prices
without adjustments for mark-up, mark-down, or commission and do not necessarily
reflect actual transactions.

Our common stock's trading symbol is "ASZP".


                                                       HIGH              LOW
                                                      ------           -------
         Year Ended June 30, 2011:
                  September 30, 2010                  $0.11             $0.05
                  December 31, 2010                    0.10              0.05
                  March 31, 2011                       0.05              0.05
                  June 30, 2011                        0.05              0.05

         Year Ended June 30, 2010:
                  September 30, 2009                  $0.25             $0.01
                  December 31, 2009                    0.25              0.04
                  March 31, 2010                       0.25              0.04
                  June 30, 2010                        0.20              0.05

HOLDERS.  As of June 30, 2011, there were approximately 130 holders of record of
the common stock. We believe that we have approximately  2,000 beneficial owners
of our common stock. In many instances,  a registered stockholder is a broker or
other  entity  holding  shares  in  street  name for one or more  customers  who
beneficially own the shares.

Our  transfer  agent is Mountain  Share  Transfer,  Inc.,  1625  Abilene  Drive,
Broomfield,  Colorado,  80020.  Mountain Share  Transfer's  telephone  number is
303-460-1149.

DIVIDENDS.  We have not paid or declared cash  distributions or dividends on our
common stock and do not intend to pay cash dividends in the foreseeable  future.
Future cash  dividends  will be determined by our board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.

                                      -9-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

We made the following  unregistered  sales of our  securities  from July 1, 2009
through June 30, 2011.
<TABLE>
<CAPTION>

   DATE OF ISSUANCE        TITLE OF SECURITIES        NUMBER OF SHARES         CONSIDERATION              HOLDER
   ----------------        -------------------        ----------------      -------------------    --------------------
<S>                        <C>                        <C>                   <C>                    <C>
        5/6/10                 Common Stock              10,000,000               $100,000         Top Growth Holdings
                                                                                                       Group, Inc.

        6/30/10                Common Stock              60,000,000         4,000,000 shares of      Yeung Cheuk Hung
                                                                                  Prestige
</TABLE>

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by us of our unregistered securities were made in reliance upon
Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933 Act").  The
entity and individual  listed above that purchased the  unregistered  securities
were existing shareholders, known to us and our management, through pre-existing
business  relationships,  as long standing business  associates.  The entity was
provided  access  to all  material  information,  which  it  requested,  and all
information  necessary to verify such information and was afforded access to our
management in connection with the purchases.  The purchaser of the  unregistered
securities  acquired such  securities  for investment and not with a view toward
distribution,  acknowledging  such intent to us. All  certificates or agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.

ITEM 6.  SELECTED FINANCIAL AND OPERATING DATA
----------------------------------------------

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.




                                      -10-
<PAGE>


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

THE  FOLLOWING  DISCUSSION  SHOULD  BE  READ IN  CONJUNCTION  WITH  OUR  AUDITED
FINANCIAL  STATEMENTS AND NOTES THERETO INCLUDED HEREIN. 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.  WE  DISCLAIM  ANY  OBLIGATION  TO UPDATE
FORWARD-LOOKING STATEMENTS.

THE  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM'S REPORT ON THE COMPANY'S
FINANCIAL  STATEMENTS  AS OF JUNE 30,  2011,  AND FOR  EACH OF THE  YEARS IN THE
TWO-YEAR PERIOD THEN ENDED,  INCLUDES A "GOING CONCERN"  EXPLANATORY  PARAGRAPH,
THAT DESCRIBES  SUBSTANTIAL  DOUBT ABOUT THE COMPANY'S  ABILITY TO CONTINUE AS A
GOING CONCERN.

PLAN OF OPERATION

ASPI's  strategy is to be a serviced office  provider  through its  wholly-owned
subsidiary, Prestige Prime Office Ltd. in Hong Kong.

The office space provided is fully furnished,  equipped and staffed,  located at
premier  addresses  in central  business  districts  with  convenient  access to
airports and public  transportation.  Services  include  advanced  communication
systems,  network access, updated IT and world-class  administrative support, as
well as a full menu of business  services and facilities,  such as meeting rooms
and video conferencing.

Prestige  intends to provide  services  that will  support the growing  trend of
mobile  and at home  working.  Supporting  workers  at home and on the road with
services such as Virtual  Office and Virtual PA,  providing  dedicated  business
addresses as their business base, as well as mail and call handling services.

On  September  8,  2011,  Prestige  entered  into an  Agreement  with  Huge Earn
Investments Limited ("Huge Earn") to purchase certain leaseholds in exchange for
25,000,000  of shares of the  Company's  restricted  common stock and a $450,000
promissory  note with  anticipated  due date of six months  from  issuance.  The
promissory  note will not accrue  interest.  It is  anticipated  the transfer of
leases will occur on October 1, 2011.

The leasehold is  approximately  4,419 square feet and includes 24 offices and 2
conference rooms. At the time of the exchange approximately 15 offices have been
leased out and Huge Earn holds  approximately  $57,725  in  deposits  from these
leases  which will be credited  against the balance of the  $450,000  promissory
note upon transfer to Prestige.

As  part  of the  transaction,  Prestige  will  enter  into  a new 3 year  lease
agreement for the space, from October 1, 2011 through September 30, 2013.

                                      -11-
<PAGE>

At June 30, 2011, we have total current  assets of $77,319,  of which $26,506 is
cash on hand. At June 30, 2011, we have total current  liabilities  of $703,598.
We have a working  capital  deficit of $(626,279) at June 30, 2011.  The Company
will need substantial  additional capital to support its continuing  operations.
The Company has had minimal  revenues.  The Company has NO committed  source for
any funds as of the date  hereof.  In the  event  funds  cannot  be raised  when
needed,  the Company may not be able to continue to carry out its business plan,
may  never  be able to grow its  revenues  and  operations,  and  could  fail in
business as a result of these uncertainties.

The Company may borrow money to finance its future operations,  although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event the Company is  unsuccessful  in repaying such
loans.

RESULTS OF OPERATIONS

THE FISCAL YEAR ENDED JUNE 30,  2011  COMPARED TO THE FISCAL YEAR ENDED JUNE 30,
2010

REVENUE

During  the year  ended  June 30,  2011 and 2010,  we  recognized  $193,491  and
$24,920,  respectively  in revenue from the serviced  office  operations  of our
wholly-owned  subsidiary,  Prestige.  The cost of such  revenues was $61,217 and
$54,126, respectively.  There was an increase of $168,571 in revenue as a result
of the increase in the number of clients we provide  virtual office services to.
Management  anticipates that the Company will see a moderate increase in revenue
in the  first  part  of the  next  fiscal  year  resulting  from  the  leasehold
acquisition activities during the first quarter of fiscal year 2012.

During the year ended June 30,  2011,  we  recognized a gross profit of $132,274
compared to a gross loss of ($29,206) during the year ended June 30, 2010.

OPERATIONAL (INCOME) EXPENSES

During the year ended June 30,  2011,  we  recognized  operational  expenses  of
$590,176  compared to  operational  expenses of $429,135 for the year ended June
30,  2010.  The  $161,041  increase in  operational  expenses  was a result of a
$44,261 increase in general and administrative  expenses,  a $79,963 increase in
salary expenses and a $36,815 increase in depreciation  expense. The increase in
general and administrative  expenses was the result of recognizing the operating
expenses  of our  subsidiaries  for fiscal  year 2011.  The  increase  in salary
expenses is a result of the Company's increase operational activities.

PROVISION FOR INCOME TAXES

No  provision  for income  taxes was required in the fiscal years ended June 30,
2011 and 2010 as we had  sufficient  carried  forward  tax  losses to offset the
profit arising in these periods.

NET LOSS

During  the year ended  June 30,  2011,  we  recognized  a net loss of  $457,901
compared  to a net loss of  $458,370  during the year ended June 30,  2010.  The
decrease of $469 in net losses was a result of the $168,571 increase in revenues
offset by a $168,102 increase in operational and other expenses.

                                      -12-
<PAGE>

LIQUIDITY AND CAPITAL

As of June 30,  2011,  we had total  current  assets of $77,319,  consisting  of
$26,506 in cash,  customer  deposits of $39,295 and  prepayments of $11,518.  At
June 30, 2011, we had total liabilities of $703,598,  all current. Total current
liabilities  consisted of accounts  payable of $34,693,  accrued  liabilities of
$263,378  prepayments  from clients of $50,121 and related  parties  advances of
$355,406. The Company has a working capital deficit of $(626,279).

GOING CONCERN

In our Annual  Report on Form 10-K for the fiscal  years ended June 30, 2011 and
2010, the Report of the Independent  Registered  Public Accounting Firm included
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going  concern.  Our financial  statements for the year ended June
30, 2011 have been prepared on a going concern  basis,  which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal course of business.  We reported an accumulated  deficit of  $(1,137,635)
and a working capital deficit of $(626,279) as of June 30, 2011.

Consequently, we are now dependent on raising additional equity and /or, debt to
meet our ongoing operating expenses.  There is no assurance that we will be able
to raise the necessary equity and, or debt that we will need to fund our ongoing
operating expenses.

For the year ended June 30,  2011,  net cash used in  operations  was  $190,584,
compared to $291,348  for the year ended June 30,  2010, a decrease of $100,764.
During the year ended June 30, 2011, the net loss of $457,901 was reconciled for
the non-cash item of depreciation of $86,888.

During the year ended June 30,  2011,  we used $8,556 in  investing  activities,
including the purchase of $8,556 in fixed assets by our wholly-owned subsidiary,
Prestige.  During the year ended June 30,  2010,  we used  $357,909 in investing
activities.

During the year ended June 30, 2011,  we received  $188,344  from our  financing
activities.  During the year ended June 30, 2010, we received  $684,495 from our
financing activities.

During the years ended June 30, 2011 and 2010, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority  shareholder of the Company,  has advanced funds of
$179,884 and $163,745,  respectively,  to support the operations of Prestige. At
June 30, 2011, the Company owes him $343,629. Such funds are due on demand.

During the year ended June 30, 2011 and 2010,  Ms. Look, an officer and director
of the  Company  and the  manager  of Mega,  advanced  funds of $7,710 and $321,
respectively to Mega to support  operations.  At June 30, 2011, Ms. Look is owed
$8,031. Such funds are due on demand.

During the year  ended  June 30,  2011 and June 30,  2010,  Top Growth  Holdings
Group,  Inc, an affiliate  and entity of which Ms. Look, an officer and director
of the Company,  advanced  $750 and $2,996,  respectively  to the  Company.  Top
Growth Holdings Group, Inc is owed $3,746. Such funds are due on demand.

During  the year ended  June 30,  2010,  the  Company  did issue a  subscription
receivable  for  $100,000 to issue  10,000,000  shares at $0.01 per share to Top
Growth Holdings  Group,  Inc., of which Ms. Look, an officer and director of the
Company is a beneficial owner. Prior to year end the receivable was paid for and
the Company issued 10,000,000 shares of its restricted common stock.

                                      -13-
<PAGE>

EFFECTS OF INFLATION

Although  we  cannot  accurately  anticipate  the  effect  of  inflation  on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our results or financial condition.

CRITICAL ACCOUNTING POLICIES

FOREIGN CURRENCY TRANSLATION

The financial statements of ASPI's wholly-owned subsidiaries,  Prestige and Mega
are  measured  using the local  currency  (the  Hong Kong  Dollar  (HK$)) as the
functional currency.  Assets and liabilities of Prestige and Mega are translated
at  exchange  rates as of the balance  sheet date.  Revenues  and  expenses  are
translated  at  average  rates of  exchange  in effect  during the  period.  The
resulting cumulative  translation  adjustments have been recorded as a component
of  comprehensive  income (loss),  included as a separate item in  shareholders'
equity.

The Company is exposed to  movements  in foreign  currency  exchange  rates.  In
addition,  the Company is subject to risks including adverse developments in the
foreign  political and economic  environment,  trade barriers,  managing foreign
operations and potentially  adverse tax consequences.  There can be no assurance
that  any of these  factors  will not have a  material  negative  impact  on the
Company's financial condition or results of operations in the future.

REVENUE RECOGNITION

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when they occur.

STOCK-BASED COMPENSATION

Beginning  January 1, 2006,  the Company  adopted the provisions of and accounts
for stock-based  compensation  using an estimate of value in accordance with the
fair  value  method.  Under  the  fair  value  recognition  provisions  of  this
statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the requisite service period,  which generally is the vesting period.
The Company elected the  modified-prospective  method, under which prior periods
are not revised for comparative  purposes.  The valuation  method applies to new
grants and to grants  that were  outstanding  as of the  effective  date and are
subsequently modified.

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
------------------------------------------------------------------

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

Our financial  statements and supplementary  data are included herein commencing
on page 15.




                                      -14-


<PAGE>

                         De Joya Griffith & Company, LLC
                 ---------------------------------------------
                   CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
ASPI, Inc.

We have audited the accompanying  consolidated  balance sheets of ASPI, Inc. and
subsidiaries  as of  June  30,  2011  and  2010,  and the  related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years  ended  June 30,  2011 and  2010.  Management  is  responsible  for  these
financial  statements.  Our  responsibility  is to  express  an  opinion  on the
financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ASPI, Inc. and subsidiaries as
of June 30, 2011 and 2010,  and the results of its operations and its cash flows
for  each of the  years  ended  June 30,  2011  and  2010,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company has incurred  recurring losses from  operations,  which
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

As discussed in Note 1, the financial  statements  of ASPI,  Inc. as of June 30,
2010,  and for the year then ended were  audited  by other  auditors  who are no
longer   registered  with  the  Public  Company   Accounting   Oversight  Board.
Accordingly, the financial statements as of and for the year ended June 30, 2010
have been restated by us as more fully described in Note 1.


De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC
Henderson, NV
October 5, 2011


--------------------------------------------------------------------------------

                 2580 Anthem Village Drive, Henderson, NV 89052
               Telephone (702) 563-1600 * Facsimile (702) 920-8049

                                      -15-
<PAGE>
<TABLE>
<CAPTION>
                                                    ASPI, INC. AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS

                                                                                                     JUNE 30,          2010
                                                                                                       2011         (RESTATED)
                                                                                                 --------------------------------
                                                              ASSETS

Current assets

<S>                                                                                              <C>             <C>
      Cash and cash equivalents                                                                  $        26,506 $        36,468
      Prepaid expenses and other current assets                                                           50,813          53,191
                                                                                                --------------------------------
                 Total current assets                                                                     77,319          89,659

      Property and equipment, net of $136,756 and $49,921
           accumulated depreciation, respectively                                                        229,709         307,988
                                                                                                 --------------------------------
      Total assets                                                                               $       307,028 $       397,647
                                                                                                 ================================

                                           LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

      Accounts payable                                                                                    34,693          24,233
      Accrued liabilities                                                                                263,378         129,201
      Prepayments, clients                                                                                50,121          16,707
      Advances, related parties                                                                          355,406         167,062
                                                                                                 --------------------------------
                 Total current liabilities                                                               703,598         337,203

      Total liabilities                                                                                  703,598         337,203
                                                                                                 --------------------------------

Stockholders' equity (deficit)

      Preferred stock, $0.01 par value: 25,000,000 shares authorized, no shares                                -               -
        issued and outstanding.
      Common stock, $0.01 par value: 100,000,000 shares authorized                                       738,797         738,797
        73,879,655 shares issued and outstanding, respectively
      Other comprehensive income                                                                           2,268           1,381
      Accumulated deficit                                                                             (1,137,635)       (679,734)
                                                                                                 --------------------------------
                 Total stockholders' equity (deficit)                                                   (396,570)         60,444
                                                                                                 --------------------------------
Total liabilities and stockholders' equity (deficit)                                             $       307,028 $       397,647
                                                                                                 ================================
</TABLE>







          See accompanying notes to consolidated financial statements.

                                      -16-
<PAGE>
<TABLE>
<CAPTION>
                                       ASPI, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE YEARS ENDED JUNE 30, 2011 AND 2010


                                                                                     JUNE 30,
                                                                               2011           2010
                                                                                           (RESTATED)
                                                                         ------------------------------
<S>                                                                      <C>             <C>
Revenue                                                                  $     193,491   $      24,920

Cost of revenue                                                                 61,217          54,126
                                                                         ------------------------------

Gross profit (loss)                                                            132,274         (29,206)

Operating expenses

      General and administrative                                               503,288         379,063
      Depreciation                                                              86,888          50,072
                                                                         ------------------------------
      Total operating (income)  expenses                                       590,176         429,135
                                                                         ------------------------------

Loss from operations                                                          (457,902)       (458,341)

Other income (expense)

      Interest and other income                                                      1              10
      Interest expense                                                               -             (39)
                                                                         ------------------------------
      Total other income (expense)                                                   1             (29)
                                                                         ------------------------------
Net loss                                                                 $    (457,901)  $    (458,370)
                                                                         ==============================

Other comprehensive income

      Foreign currency translation adjustment                                      887           1,381
                                                                         ------------------------------
Total comprehensive income                                               $    (457,014)  $    (456,989)
                                                                         ==============================

Loss per common share- basic:

      Net loss                                                           $       (0.01)  $       (0.08)
                                                                         ==============================

Weighted average common shares outstanding:

      Basic                                                                 73,879,655       5,386,504
                                                                         ==============================
</TABLE>






          See accompanying notes to consolidated financial statements.

                                      -17-

<PAGE>
<TABLE>
<CAPTION>
                                                     ASPI, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                             FOR THE YEARS ENDED JUNE 30, 2011 AND 2010




                                                                   ADDITIONAL                         ACCUMULATED
                                   COMMON STOCK                    PAID - IN       ACCUMULATED       COMPREHENSIVE
                                      SHARES           AMOUNT       CAPITAL          DEFICIT        PROFIT / (LOSS)       TOTAL
                                 ------------------  -----------  -------------  -----------------  -----------------  ------------
<S>                              <C>                 <C>          <C>            <C>                <C>                <C>
BALANCE, JUNE 30 2009 (RESTATED)                 -   $        -   $          -   $              -   $              -   $         -

Issuance of founder shares              60,000,000      600,000              -            (86,160)                 -       513,840

Issuance of acquisition shares          13,879,655      138,797              -           (135,204)                 -         3,593

Foreign currency translation                     -            -              -                  -              1,381         1,381

Net loss                                         -            -              -           (458,370)                 -      (458,370)
                                 ------------------  -----------  -------------  -----------------  -----------------  ------------

BALANCE, JUNE 30 2010 (RESTATED)        73,879,655      738,797              -           (679,734)             1,381        60,444

Foreign currency translation                     -            -              -                  -                887           887

Net loss                                         -            -              -           (457,901)                 -      (457,901)
                                 ------------------  -----------  -------------  -----------------  -----------------  ------------

BALANCE, JUNE 30 2011                   73,879,655   $  738,797   $          -   $     (1,137,635)  $          2,268   $  (396,570)
                                 ==================  ===========  =============  =================  =================  ============
</TABLE>











          See accompanying notes to consolidated financial statements.

                                      -18-

<PAGE>
<TABLE>
<CAPTION>
                                        ASPI, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED JUNE 30, 2011 AND 2010



                                                                                        JUNE 30,
                                                                                   2011           2010
                                                                                               (RESTATED)
                                                                             -----------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                          <C>             <C>
Net loss                                                                     $    (457,901)  $   (458,370)

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

      Depreciation                                                                  86,888         50,072

Changes in operating assets and liabilities:

      Prepaid expenses, trade, and deposits                                          2,378        (53,191)
      Accounts payable and accrued liabilities                                     144,637        153,433
      Prepayments from clients                                                      33,414         16,708
                                                                             -----------------------------
      Total cash flow used in operating activities                                (190,584)      (291,348)

CASH FLOW FROM INVESTING ACTIVITIES

      Acquisition of assets                                                         (8,556)      (357,909)
                                                                             -----------------------------
      Total cash flow used in investing activities                                  (8,556)      (357,909)

CASH FLOW FROM FINANCING ACTIVITIES

      Advances from officers and directors                                         188,344        167,062
      Proceeds from common stock                                                         -        517,433
                                                                             -----------------------------
      Total cash flow provided by financing activities                             188,344        684,495

Effect of exchange rate changes on cash                                                834          1,230
                                                                             -----------------------------

NET CHANGE IN CASH                                                                  (9,962)        36,468

CASH AT BEGINNING OF PERIOD                                                         36,468              -
                                                                             -----------------------------

CASH AT END OF PERIOD                                                        $      26,506   $     36,468
                                                                             =============================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

      Cash paid for interest                                                 $           -   $          -
                                                                             -----------------------------
      Cash paid for income tax                                               $           -   $          -
                                                                             -----------------------------

NON- CASH INVESTING AND FINANCING ACTIVITIES

      Common stock issued pursuant to reverse merger                         $           -   $    738,797
                                                                             -----------------------------

</TABLE>





          See accompanying notes to consolidated financial statements.

                                      -19-




<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


NOTE 1 -BASIS OF PRESENTATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------------

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of ASPI,
Inc, a Delaware corporation, its wholly-owned subsidiaries,  Mega Action Limited
("Mega"),  a British  Virgin  Island  Corporation,  and Prestige  Prime  Office,
Limited  (Prestige),  a Hong  Kong  Special  Administrative  Region  Corporation
(collectively  referred  to as  the  "Company").  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

RESTATEMENT

Upon completion of the Company's 2011 financial  statements,  accounting  errors
were discovered that required the  restatement of amounts  previously  reported.
Additionally,  during  2011,  it was  determined  that  the  acquisition  of our
subsidiary  Prestige  Prime  Offices,  Ltd was  accounted for  incorrectly.  The
acquisition  was  originally  accounted  for under the  purchase  method  with a
subsequent  impairment of goodwill.  Instead,  the acquisition  should have been
recognized as a reverse merger.  Further restatements  resulted from recognizing
vacation accruals.

The following is a summary of the impact of these  restatements on the Company's
Consolidated Balance Sheet at June 30, 2010:
<TABLE>
<CAPTION>
                                                                                JUNE 30, 2010
                                                           ---------------------------------------------------------
                                                              AS PREVIOUSLY         ERROR
                                                                REPORTED         CORRECTION            AS RESTATED
                                                           -------------------- --------------       ---------------
<S>                                                        <C>                  <C>                  <C>
Accrued liabilities                                        $           127,218  $       1,983   (b)  $      129,201
         Total current liabilities                         $           335,220  $       1,983   (b)  $      337,203
Common stock, $0.01 par value                              $           700,100  $      38,697   (a)  $      738,797
Additional paid in capital                                 $                 1  $          (1)  (a)              --
Other comprehensive income                                 $                77  $       1,304   (a)  $        1,381
Accumulated deficit                                        $          (637,750) $     (41,984)  (a)  $     (679,734)
                                                           -------------------- --------------       ---------------

      Total stockholders' equity (deficit)                 $            62,427  $      (1,983)  (a)  $       60,444
------------------
     (a)  To correct certain errors  discovered upon completion of the Company's
          2011  financial  statements,  primarily  consisting  of  adjustment to
          properly recognize the reverse merger.

     (b)  To correctly accrue for unpaid vacation expenses.
</TABLE>


                                      -20-
<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


The following is a summary of the impact of these  restatements on the Company's
Consolidated Statements of Operations for the fiscal years ended June 30, 2010:
<TABLE>
<CAPTION>
                                                                 YEAR ENDED JUNE 30, 2010
                                           ----------------------------------------------------------------------
                                                AS PREVIOUSLY              ERROR
                                                   REPORTED             CORRECTION                AS RESTATED
                                           ------------------------ -------------------      --------------------
<S>                                        <C>                      <C>                      <C>
General and administrative                 $               423,667  $          (46,587)  (a) $           379,063
                                                                    $            1,983   (b)
Net loss                                   $              (502,974) $           46,587   (a) $          (458,370)
                                                                    $           (1,983)  (b)
------------------
     (a)  To correct certain errors  discovered upon completion of the Company's
          2011  financial  statements,  primarily  consisting  of  adjustment to
          properly recognize the reverse merger.

     (b)  To correctly accrue for unpaid vacation expenses.
</TABLE>

The following is a summary of the impact of these  restatements on the Company's
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2010:
<TABLE>
<CAPTION>
                                                                            YEAR ENDED JUNE 30, 2010
                                                               ---------------------------------------------------
                                                                AS PREVIOUSLY      ERROR
                                                                   REPORTED      CORRECTION           AS RESTATED
                                                               ---------------  -------------        -------------
<S>                                                            <C>              <C>                  <C>
Net loss                                                       $     (502,974)  $     46,587    (a)  $   (458,370)
                                                                                $     (1,983)   (b)
Depreciation                                                   $       49,921   $        151    (a)  $     50,072
Prepayments, trades, and deposits                              $      (53,091)  $       (100)   (a)  $    (53,191)
Accounts payable and accrued liabilities                       $      151,450   $      1,983    (b)  $    153,433
         Total cash flow used in operating activities          $     (337,986)  $     46,638    (a)  $   (291,348)
                                                                                $         --    (b)
Payments for and proceeds from sale of subsidiaries            $      (50,000)  $     50,000    (a)  $         --

         Total cash flow provided by investing activities      $     (407,909)  $     50,000    (a)  $   (357,909)

Proceeds from sales of common stock                            $      613,841   $    (96,408)   (a)  $    517,433

         Total cash flow provided by financing activities      $      780,903   $    (96,408)   (a)  $    684,495

Effect of exchange rate changes on cash                        $        1,460   $       (230)   (a)  $      1,230
------------------
     (a)  To correct certain errors  discovered upon completion of the Company's
          2011  financial  statements,  primarily  consisting  of  adjustment to
          properly recognize the reverse merger.

     (b)  To correctly accrue for unpaid vacation expenses.
</TABLE>



                                      -21-

<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010

The following is a summary of the impact of these  restatements on the Company's
Consolidated  Statements of Stockholders'  Equity (Deficit) for the fiscal years
ended June 30, 2010 and 2009:
<TABLE>
<CAPTION>
                                                             AS PREVIOUSLY         ERROR
                                                                REPORTED        CORRECTION           AS RESTATED
                                                            -----------------  --------------       --------------
<S>                                                         <C>                <C>                  <C>
Balance June 30, 2009 - Accumulated Deficit                 $    (85,482,835)  $  85,482,835   (a)  $          --
Balance June 30, 2009 - Common Stock                        $        222,756   $    (222,756)  (a)  $          --
Balance June 30, 2009 - Accumulated Comprehensive Income    $         71,867   $     (71,867)  (a)  $          --
Net profit - 2009                                           $      5,813,638   $  (5,813,638)  (a)  $          --
Balance June 30, 2010 - Accumulated Deficit                 $       (502,974)  $    (174,777)  (a)  $    (679,734)
                                                                               $      (1,983)  (b)
Balance June 30, 2010 - Common Stock                        $        922,756   $    (183,959)  (a)  $     738,797
Balance June 30, 2010 - Accumulated Comprehensive Income    $             80   $       1,301   (a)  $       1,381
Net loss - 2010                                             $       (502,974)  $      46,587   (a)  $    (458,370)
                                                                               $      (1,983)  (b)
------------------
     (a)  To correct certain errors  discovered upon completion of the Company's
          2011  financial  statements,  primarily  consisting  of  adjustment to
          properly recognize the reverse merger.

     (b)  To correctly accrue for unpaid vacation expenses.
</TABLE>

COMPANY HISTORY

ASPI,  Inc.  ("Company" or "APSI") was formed in Delaware in September 29, 2008.
On May 21, 2009, ASPI merged with Aspeon,  Inc. (Aspeon) and A08 Holdings,  Inc.
(A08) to  reorganize  into a holding  company  structure  under which ASPI would
survive as the holding  company by merger with Aspeon and A08. After the merger,
holders of Aspeon common stock received an equivalent  number of shares of ASPI,
and such shares have the same rights,  privileges and  preferences as the shares
of the common stock of Aspeon.  Prior to the  reorganization,  ASPI and A08 were
wholly-owned subsidiaries of Aspeon. Also on June 30, 2009, ASPI sold A08 to and
unrelated third party for nominal consideration.

BUSINESS

The  Company  operates  primarily  as an office  service  provider  through  its
wholly-owned subsidiary,  Prestige. Prestige provides office space that is fully
furnished,  equipped  and  staffed,  located  at  premier  addresses  in central
business districts with convenient access to airports or public  transportation.
Services include advanced communication systems, network access, updated IT, and
world-class  administrative support, as well as a full menu of business services
and facilities, such as meeting rooms and video conferencing.


                                      -22-
<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


PRESTIGE PRIME OFFICE, LTD. ACQUISITION

Effective  June 30,  2010,  ASPI  entered  into an  Acquisition  Agreement  with
Prestige Prime Office, Ltd. Under the Agreement, ASPI acquired all of the issued
and outstanding common stock of Prestige Prime Office, LTD. ("Prestige"), a Hong
Kong Special Administrative Region Corporation.  As a result of the acquisition,
Prestige became a wholly-owned subsidiary of ASPI.

In exchange  for $50,000  cash and  60,000,000  restricted  shares of the common
stock of ASPI,  ASPI acquired 100% all of the 4,000,000  issued and  outstanding
shares of the common stock of Prestige.

Prestige  had one sole  shareholder,  Mr.  Yeung Cheuk Hung.  As a result of the
acquisition,   Mr.  Yeung  became  the  majority  shareholder  of  ASPI  holding
approximately  81.21% of the issued and outstanding  common stock of ASPI. Prior
to  the  transaction   with  Prestige,   the  Company  had  nominal  assets  and
liabilities,  and 13,879,655 shares outstanding of common stock. The Company has
accounted for the transaction with Prestige as a reverse merger followed up with
a recapitalization whereby no goodwill is recorded.  Accordingly, the historical
financial  information  included  in  these  financial  statements  are  that of
Prestige.

MEGA ACTION LIMITED

During the year ended June 30, 2010, the Company incorporated a subsidiary, Mega
Action  Limited,  a BVI  corporation  (the  "Subsidiary").  Two of the Company's
directors,  Yuen  Ling  Look  and  Siu Lun  Tong,  act as  directors  of the new
Subsidiary.

In consideration  of $1.00,  Mega Action Limited issued the Company one share of
Mega Action Limited ("Mega Action")  common stock.  Mega Action is authorized to
issue up to 50,000 shares of a single class with a par value of $1.00.  There is
only one share of Mega Action  share  issued and  outstanding.  Mega Action is a
wholly owned subsidiary of the Company.  Mega Action will operate as the eastern
operations management division of the Company.

SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The  preparation  of the  financial  statements in  conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  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  periods.  Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

The Company  minimizes  its credit  risk  associated  with cash by  periodically
evaluating the credit quality of its primary financial institution.  The balance
at times may exceed  federally  insured  limits.  At June 30,  2011 and June 30,
2010, the balance did not exceed the federally insured limit.


                                      -23-
<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received  upon sale of an asset
or paid upon transfer of a liability in an orderly  transaction  between  market
participants at the measurement  date and in the principal or most  advantageous
market for that asset or liability. The fair value should be calculated based on
assumptions  that  market  participants  would  use  in  pricing  the  asset  or
liability,  not on  assumptions  specific to the entity.  In addition,  the fair
value of  liabilities  should  include  consideration  of  non-performance  risk
including our own credit risk.

In  addition  to  defining  fair value,  the  standard  expands  the  disclosure
requirements  around  fair  value and  establishes  a fair value  hierarchy  for
valuation inputs.  The hierarchy  prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of the three levels which
is  determined by the lowest level input that is  significant  to the fair value
measurement in its entirety. These levels are:

     Level 1   - inputs are based upon  unadjusted  quoted  prices for identical
               instruments traded in active markets.

     Level 2   - inputs are based upon significant  observable inputs other than
               quoted  prices  included  in Level 1, such as quoted  prices  for
               identical or similar  instruments in markets that are not active,
               and  model-based  valuation  techniques for which all significant
               assumptions  are observable in the market or can be  corroborated
               by observable  market data for substantially the full term of the
               assets or liabilities.

     Level 3   -  inputs  are  generally   unobservable  and  typically  reflect
               management's  estimates of assumptions  that market  participants
               would use in pricing the asset or liability.  The fair values are
               therefore  determined using  model-based  techniques that include
               option pricing models,  discounted cash flow models,  and similar
               techniques.

The carrying  value of the  Company's  financial  assets and  liabilities  which
consist  of  cash,  accounts  payable  and  advances  from  related  parties  in
management's  opinion  approximate their fair value due to the short maturity of
such instruments.  These financial assets and liabilities are valued using level
3 inputs,  except for cash which is at level 1. Unless  otherwise  noted,  it is
management's  opinion that the Company is not exposed to  significant  interest,
exchange or credit risks arising from these financial instruments.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation  is  computed  principally  on the  straight-line  method  over the
estimated  useful  life of each type of asset  which  ranges  from three to five
years.  Major  improvements are capitalized,  while expenditures for repairs and
maintenance  are expensed when incurred.  Upon  retirement or  disposition,  the
related costs and accumulated  depreciation  are removed from the accounts,  and
any resulting gains or losses are credited or charged to income.

REVENUE RECOGNITION

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when  they  occur.  The  Company  recognizes  revenue  from its  office  service
operations. Clients pay a monthly fee and such fees are recognized at that time.

                                      -24-
<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


FOREIGN CURRENCY TRANSLATION

The financial statements of ASPI's wholly-owned subsidiaries,  Prestige and Mega
are  measured  using the local  currency  (the  Hong  Kong  Dollar  (HK$) is the
functional currency). Assets and liabilities of Prestige and Mega are translated
at  exchange  rates as of the balance  sheet date.  Revenues  and  expenses  are
translated  at  average  rates of  exchange  in effect  during the  period.  The
resulting cumulative  translation  adjustments have been recorded as a component
of comprehensive income (loss),  included as a separate item in the statement of
operations.

The Company is exposed to  movements  in foreign  currency  exchange  rates.  In
addition,  the Company is subject to risks including adverse developments in the
foreign  political and economic  environment,  trade barriers,  managing foreign
operations, and potentially adverse tax consequences.  There can be no assurance
that  any of these  factors  will not have a  material  negative  impact  on the
Company's financial condition or results of operations in the future.

NET LOSS PER COMMON SHARE

Basic net loss per common share is  calculated by dividing  total  comprehensive
loss  applicable to common shares by the weighted  average  number of common and
common equivalent shares outstanding during the period. For the years ended June
30, 2011 and 2010, there were no potential common  equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive.

STOCK-BASED COMPENSATION

Beginning  January 1, 2006,  the Company  adopted the provisions of and accounts
for stock-based  compensation  using an estimate of value in accordance with the
fair  value  method.  Under  the  fair  value  recognition  provisions  of  this
statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the requisite service period,  which generally is the vesting period.
The Company elected the  modified-prospective  method, under which prior periods
are not revised for comparative  purposes.  The valuation  method applies to new
grants and to grants  that were  outstanding  as of the  effective  date and are
subsequently modified.

OTHER COMPREHENSIVE INCOME (LOSS)

The  Company  recognizes  unrealized  gains  and loss on the  Company's  foreign
currency  translation  adjustments as components of other  comprehensive  income
(loss).

INCOME TAXES

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.

                                      -25-
<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial  Accounting Standards Board (FASB) issued Accounting
Standard   Update   (ASU)  No.   2011-05,   COMPREHENSIVE   INCOME   (ASC  TOPIC
220)--PRESENTATION OF COMPREHENSIVE INCOME. The ASU requires companies to report
comprehensive  income,  including items of other  comprehensive  income, for all
periods presented in a single continuous financial statement in the Consolidated
Statements  of  Operations  or split  between  the  Consolidated  Statements  of
Operations and a separate Consolidated Statements of Other Comprehensive Income.
The ASU is effective for the Company's first quarter of fiscal year 2013.  Other
than requiring  additional  disclosures,  the adoption of this new guidance will
not have a material impact on the Company's consolidated financial statements.

There were various other accounting standards and interpretations issued in 2011
and 2010,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.


NOTE 2 - GOING CONCERN AND MANAGEMENTS' PLANS
---------------------------------------------

The Company's  financial  statements  for the year ended June 30, 2011 have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  settlement  of  liabilities  and  commitments  in the normal  course of
business.  The Company  reported a net loss of $457,901  for the year ended June
30, 2011 and an accumulated  deficit of  $(1,137,635)  at June 30, 2011. At June
30, 2011, the Company had total current assets of $77,319 and total liabilities,
all current of $703,598 for a working capital deficit of $(626,279).

The  Company's  ability to continue as a going  concern may be  dependent on the
success of management's  plan discussed below.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
assets or the amounts and  classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

To the extent the Company's  operations are not sufficient to fund the Company's
capital  requirements,  the Company  may attempt to enter into a revolving  loan
agreement with financial  institutions  or attempt to raise capital  through the
sale of additional capital stock or through the issuance of debt. At the present
time,  the Company does not have a revolving  loan  agreement with any financial
institution  nor can the Company  provide any assurance  that it will be able to
enter into any such  agreement  in the future or be able to raise funds  through
the further issuance of debt or equity in the Company.

During the 2011  fiscal  year,  the Company  intends to continue  its efforts in
growing its office service operations.


                                      -26-
<PAGE>
                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010



NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

At June 30, 2011 and 2010, Property and Equipment consisted of:

                                    June 30, 2011           June 30, 2010
                                 --------------------    ---------------------

Furniture and Fixtures           $           256,811     $          249,741
Office Equipment                              93,126                 92,280
Computer Equipment                            16,528                 15,888
                                 --------------------    ---------------------
                                             366,465                357,909
Accumulated Depreciation                    (136,756)               (49,921)
                                 --------------------    ---------------------
Total                            $           229,709     $          307,988
                                 ====================    =====================

NOTE 4 - ADVANCES, RELATED PARTIES
----------------------------------

During the years ended June 30, 2011 and 2010, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority  shareholder of the Company,  has advanced funds of
$179,884 and $163,745,  respectively,  to support the operations of Prestige. At
June 30, 2011, the Company owes him $343,629. Such funds are due on demand.

During the year ended June 30, 2011 and 2010,  Ms. Look, an officer and director
of the  Company  and the  manager  of Mega,  advanced  funds of $7,710 and $321,
respectively to Mega to support  operations.  At June 30, 2011, Ms. Look is owed
$8,031. Such funds are due on demand.

During the year ended June 30, 2010 and 2010, Top Growth Holdings Group, Inc, an
affiliate  and entity of which Ms. Look, an officer and director of the Company,
advanced $750 and $2,996,  respectively  to the Company.  At June 30, 2011,  Top
Growth Holdings Group, Inc. is owed $3,746. Such funds are due on demand.

NOTE 5 - PREPAYMENTS, CLIENTS
-----------------------------

Clients pay a deposit on the  Company's  provided  services upon entering into a
lease  agreement  with the Company.  Such deposits are recognized by the Company
not only as deposits,  but as a  corresponding  liability.  At June 30, 2011 and
2010,  the  Company  had  $50,121  and  $16,707,   respectively   in  prepayment
liabilities.

NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Prestige operates from Silvercord,  No.30 Canton Road,  Tsimshatsui,  which is a
premier commercial building in Hong Kong. The center is located on one floor and
occupies  approximately  5,000  square  feet.  We pay an annual  rental  rate of
$213,780. The Company's minimum annual rent rate is:

                                    Fiscal Year Ended
                                         June 30,                 Annual Rent
                                         --------                 -----------
                                           2012                     $195,965


                                      -27-
<PAGE>

                           ASPI, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                   For the Years Ended June 30, 2011 and 2010


NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------

The  authorized  capital  stock of the Company is  100,000,000  shares of common
stock with a $0.01 par value and 25,000,000 shares of preferred stock with a par
value of $0.01 per share.  At June 30, 2011 and 2010, the Company had 73,879,655
shares of its common stock issued and outstanding.

During the year end June 30,  2011,  the Company did not issue any shares of its
common stock.

On June 30, 2010, the Company issued 60,000,000  restricted shares of the common
stock to the sole equity holder of Prestige Prime Offices, Ltd., Mr. Yeung Cheuk
Hung in exchange for 100% all of the 4,000,000 issued and outstanding  shares of
common stock of Prestige, as further described in Note 1.

NOTE 8 - TAXES
--------------

The Company is subject to foreign and domestic income taxes. The Company has had
no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The NOL carry  forwards  expire in various years through
2031. The Company's deferred tax assets are offset by a valuation  allowance due
to  the  uncertainty  of  the  realization  of  the  NOL   carry-forwards.   NOL
carry-forwards may be further limited by a change in company ownership and other
provisions of the tax laws.

The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

      Period Ending        Estimated NOL     Valuation      Net Tax
                           Carry-forward     Allowance      Benefit
-----------------------------------------------------------------------
       Year Ended
      June 30, 2011            314,702         (314,702)        -

       Year Ended
      June 30, 2010            159,797         (159,797)        -



NOTE 9 - SUBSEQUENT EVENTS
--------------------------

On September 8, 2011, the Company's  wholly-owned  subsidiary,  Prestige entered
into an Agreement to purchase  certain  leaseholds from an unrelated third party
in exchange for  25,000,000 of shares of the Company's  restricted  common stock
and a $450,000  promissory  note with  anticipated  due date of six months  from
issuance.  The promissory note will not accrue  interest.  It is anticipated the
transfer of leases will occur on October 1, 2011.

                                      -28-
<PAGE>


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

CHANGE IN AUDITORS

Larry O'Donnell, CPA, P.C. formerly the independent registered public accountant
for Aspi,  Inc., was dismissed as the Company's  independent  registered  public
accountant  on  November  3,  2010.  Effective  December  14,  2010,  the Public
Accounting  Oversight  Board  ("PCAOB")  revoked Larry  O'Donnell,  CPA,  P.C.'s
registration as a registered public accountant.

On November 8, 2010,  the Board of the Company  approved the  engagement  of new
auditors,  De Joya  Griffith  &  Company,  LLC of  Henderson,  Nevada  to be the
Company's independent  registered public accountant.  No audit committee exists,
other than the members of the Board of Directors.

The action to engage new  auditors was  approved by the Board of  Directors.  No
audit committee exists, other than the members of the Board of Directors.

In  connection  with  audit of fiscal  years  ended  June 30,  2011 and 2010 and
through the date of termination of the accountants,  no disagreements exist with
the former independent  registered public accountant on any matter of accounting
principles  or  practices,  financial  statement  disclosure,  internal  control
assessment, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would have  caused them to make
reference in connection with their report to the subject of the disagreement(s).

The audit  report from Larry  O'Donnell,  CPA, PC for the fiscal year ended June
30,  2010,   contained  an  opinion  which   included  a  paragraph   discussing
uncertainties  related to continuation of the Company as a going concern and did
not include an adverse  opinion or a disclaimer of opinion or were not qualified
or modified as to uncertainty, audit scope or accounting principles.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We  maintain a system of  disclosure  controls  and  procedures  (as  defined in
Securities  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  that is designed to
provide  reasonable  assurance that information that is required to be disclosed
is accumulated and communicated to management timely.

As required by SEC Rule  15d-15(b),  our Chief  Executive  Officer and our Chief
Financial  Officer carried out an evaluation  under the supervision and with the
participation  of  our  management,  of the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report.

Based on that  evaluation,  our Chief  Executive  Officer  and  Chief  Financial
Officer  concluded that our disclosure  controls and procedures are effective in
timely alerting them to material information required to be disclosed in the our
periodic filings with the SEC.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our  management,  including  the Chief  Executive  Officer  and Chief  Financial
Officer is  responsible  for  establishing  and  maintaining  adequate  internal
control over financial reporting.  Internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f),  is a process  designed by, or under the

                                      -29-
<PAGE>

supervision  of, our principal  executive and principal  financial  officers and
effected by our Board of Directors,  management and other personnel,  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  and  includes  those  policies  and
procedures that:

      o   Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets; Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial

      o   statements   in  accordance   with   generally   accepted   accounting
          principles, and that our receipts and expenditures are being made only
          in accordance with authorizations of our management and directors; and

      o   Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use of  disposition of our assets that
          could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  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.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial
reporting as of June 30, 2011.  Based on this  assessment,  management  believes
that as of June 30, 2011, our internal  control over financial  reporting is not
effective based on those criteria.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm  pursuant to temporary  rules of the SEC to
provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During our most recent fiscal quarter,  there has been no change in our internal
control  over  financial  reporting  (as defined in Rule  13a-15(f) or 15d-15(f)
under  the  Securities  Exchange  Act)  that  has  materially  affected,  or  is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

ITEM 9B. OTHER INFORMATION
--------------------------

None.

                                      -30-
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
---------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

As of June 30, 2011, our directors and officers were:

          NAME                  AGE                 POSITION
-------------------------       ---      --------------------------------------
   Yuen Ling Look                43      President, Chief Executive Officer,
                                         Chief Financial Officer and Director
   Siu Fong Kelly Yeung          41      Director
   Siu Lun Tong                  48      Director


YUEN LING LOOK

Ms. Look was appointed the Chief Executive Officer,  President,  Chief Financial
Officer and  director  of the  Company on  November 9, 2009.  Ms. Look is also a
manager of both Mega and Prestige.

Ms.  Look has been  employed by La Jacques  Fashion  Limited for over ten years.
Currently,  she is the Chief  Administrator,  responsible for the accounting and
administrative work. La Jacques Fashion Limited is a garment trading company.

She was educated in Hong Kong and earned a diploma in Business Administration in
1991 from Hong Kong Shue Yan University (formerly called Shue Yan College).  She
also  completed the  Certificate  Stage of  Association  of Chartered  Certified
Accountants in 1999.

SIU FONG KELLY YEUNG

Ms. Yeung was appointed a director of the Company on November 9, 2009.

Ms.  Yeung  graduated  from the  Primary  school in Hong Kong.  She then went to
United  Kingdom for further  studies.  In 1988,  she  finished at Level O. After
graduation,  she  immediately  joined  and  participated  in the  operations  of
restaurants.  She has almost twenty years  experience in the beverage  industry.
She has been running her own restaurant for over ten years.

SIU LUN TONG

Mr. Tong was appointed a director of the Company on November 9, 2009.

Mr. Tong has been employed by Asian  Alliance  Garment  Limited for more than 15
years.  Currently,  he is the  production  manager  of  Asian  Alliance  Garment
Limited.  At Asian Alliance  Garment  Limited,  he specializes in management and
control of factories and quality. Sportswear and jeans are the main lines of the
company's business.

                                      -31-
<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

In the  ordinary  course  of  business,  the  board  of  directors  maintains  a
compensation committee and an audit committee. At this time, the Company's board
of  directors  as a  whole  serves  as  its  compensation  committee  and  audit
committee.

The  primary  function  of the  compensation  committee  is to  review  and make
recommendations  to the board of  directors  with  respect to the  compensation,
including bonuses, of our officers.

The  functions  of the  audit  committee  are to  review  the scope of the audit
procedures employed by our independent  auditors, to review with the independent
auditors our  accounting  practices  and policies and  recommend to whom reports
should be submitted,  to review with the independent  auditors their final audit
reports,  to review  with our  internal  and  independent  auditors  our overall
accounting and financial controls,  to be available to the independent  auditors
during  the year for  consultation,  to  approve  the audit fee  charged  by the
independent  auditors,  to report to the board of directors with respect to such
matters, and to recommend the selection of the independent auditors.

In the absence of a separate audit committee our Board of Directors functions as
the  audit  committee  and  performs  some of the  same  functions  of an  audit
committee,   such  as  recommending  a  firm  of  independent  certified  public
accountants to audit the annual financial statements;  reviewing the independent
auditors  independence,  the financial  statements  and their audit report;  and
reviewing  management's  administration  of the  system of  internal  accounting
controls.

CONFLICTS OF INTEREST - GENERAL.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest including, among other things, time, efforts, and corporate opportunity
involved in participation with such other business entities.  While each officer
and  director of our business is engaged in business  activities  outside of our
business, they devote to our business such time as they believe to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors,  and greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
June 30, 2011, all Section 16(a) filing requirements applicable to our officers,

                                      -32-
<PAGE>

directors and greater than 10% beneficial  owners were filed in compliance  with
all applicable  requirements  with the exception of Top Growth  Holdings  Group,
Inc. and Mr. Yeung Cheuk Hung.

CODE OF ETHICS

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar function.

<TABLE>
<CAPTION>
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth certain information concerning  compensation paid
by the  Company to its sole  officer for the fiscal  years ended June 30,  2011,
2010 and 2009 (the "Named Executive Officers"):

                                            SUMMARY COMPENSATION TABLE

                                                                  Nonequity      Nonqualified
                                                                  incentive        deferred
                                             Stock     Option        plan        compensation     All other
    Name &                Salary    Bonus     awards   awards    compensation      earnings      compensation     Total
   Position      Year      ($)       ($)       ($)       ($)         ($)             ($)             ($)           ($)
--------------- -------- --------- --------- --------- -------- --------------- --------------- --------------- ----------
<S>              <C>       <C>       <C>      <C>       <C>         <C>              <C>             <C>          <C>
Yuen Ling Look   2011      $-0-      $-0-     $ -0-     $ -0-       $ -0-            $-0-            $-0-         $-0-
                 2010      $-0-      $-0-     $ -0-     $ -0-       $ -0-            $-0-            $-0-         $-0-

David J.         2009    $60,000     $-0-     $ -0-     $ -0-       $ -0-            $-0-            $-0-        $60,000
Cutler (2)
---------------
     (1)  Ms. Look was appointed the President of the Company in November  2009.
          Ms. Look does not have a  compensation  agreement  with the Company at
          this time.

     (2)  Includes  $60,000  (2008 -  $40,000)  in fees  payable  to  Burlingham
          Corporate  Finance,  Inc.,  a company  controlled  by Mr.  Cutler,  in
          respect of services provided to us by Mr. Cutler.
</TABLE>

In  January  2009,  2,376,324  shares  of  restricted  common  stock,  valued at
$392,974,  was issued to David Cutler,  Aspeon's  President and director,  and a
corporation  controlled by Mr. Cutler,  in full  settlement of Aspeon's debts to
them. As a loan repayment, this share issuance is not included in the table.

In November 2009, Mr. Cutler resigned as an officer and director of the Company.


EMPLOYMENT AND CONSULTING AGREEMENTS

There were no employment  contracts or consulting  agreements with our directors
or officers during the fiscal year ended June 30, 2011.

                                      -33-
<PAGE>
<TABLE>
<CAPTION>

                              DIRECTOR COMPENSATON

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2011:


                           Fees                                                Nonqualified
                         earned or                             Non-equity        deferred
                         paid in      Stock      Option      incentive plan   compensation       All other
         Name              cash       awards     awards       compensation       earnings      compensation      Total
                           ($)         ($)         ($)           ($)               ($)             ($)            ($)
----------------------- ----------- ---------- ----------- ---------------- ---------------- --------------- -------------
<S>                       <C>         <C>        <C>            <C>              <C>             <C>            <C>
Yuen Ling Look            $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Siu Fong Kelly Yeung      $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Siu Lun Tong              $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

</TABLE>

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

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of our common stock, as of June 30, 2011, by:

     o    each person who is known by ASPI to own  beneficially  more than 5% of
          ASPI's outstanding common stock,

     o    each of ASPI's named executive officers and directors, and

     o    all executive officers and directors as a group.

Shares of common stock not outstanding but deemed  beneficially  owned by virtue
of the right of an  individual  to acquire the shares of common  stock within 60
days are treated as outstanding  only when determining the amount and percentage
of common stock owned by such individual.  Except as noted below the table, each
person has sole voting and investment power with respect to the shares of common
stock shown.

                                      -34-
<PAGE>

<TABLE>
<CAPTION>
                                                               NUMBER OF          PERCENT OF
           NAME AND ADDRESS OF BENEFICIAL OWNER                  SHARES         OUTSTANDING(4)
----------------------------------------------------------  --------------    -----------------
<S>                                                         <C>               <C>
Yuen Ling Look (2)
President and Director                                         13,108,000           17.74%

Top Growth  Holdings Group, Inc. (2)                           13,108,000           17.74%

Siu Fong Kelly Yeung
Director                                                           0                  0%

Siu Lun Tong
Director                                                           0                  0%

Yeung Cheuk Hung (3)                                           60,000,000           81.21%

All executive officers and directors as a group, 3 people.     13,108,000           17.74%

---------------------
     (1)  The above  officers  and  directors'  address is c/o ASPI,  Inc.  7609
          Ralston Road, Arvada, Colorado, 80002.

     (2)  Ms. Look is the beneficial  owner of Top Growth Holdings Group,  Inc.,
          which holds 13,108,000 shares of the Company's common stock.

     (3)  Mr.  Hung  is  a  manager  of  Prestige,  the  Company's  wholly-owned
          subsidiary.

     (4)  Based on 73,879,655  shares of the  Company's  common stock issued and
          outstanding at June 30, 2011.

</TABLE>

ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDERPENDENCE
--------------------------------------------------------------------------------

During the years ended June 30, 2011 and 2010, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority  shareholder of the Company,  has advanced funds of
$179,884 and $163,745,  respectively,  to support the operations of Prestige. At
June 30, 2011, the Company owes him $343,629. Such funds are due on demand.

During the year ended June 30, 2011 and 2010,  Ms. Look, an officer and director
of the  Company  and the  manager  of Mega,  advanced  funds of $7,710 and $321,
respectively to Mega to support  operations.  At June 30, 2011, Ms. Look is owed
$8,031. Such funds are due on demand.

During the year ended June 30, 2011 and 2010, Top Growth Holdings Group, Inc, an
affiliate  and entity of which Ms. Look, an officer and director of the Company,
advanced $750 and $2,996,  respectively  to the Company.  At June 30, 2011,  Top
Growth Holdings Group, Inc. is owed $3,746. Such funds are due on demand.

During the year ended June 30, 2010, Top Growth Holdings Group,  Inc., an entity
of which Ms.  Look,  an officer and  director  of the Company is the  beneficial
owner of, purchased 10,000,000 shares of the Company's common stock for $100,000
($0.10 per share).


                                      -35-
<PAGE>

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
-------------------------------------------------

GENERAL. De Joya Griffith & Company,  LLC ("De Joya") is the Company's principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the  provisions of audit  services are  compatible  with  maintaining De
Joya's  independence.  The  engagement  of  our  independent  registered  public
accounting firm was approved by our board of directors  functioning as our audit
committee  prior  to the  start  of the  audit  of  our  consolidated  financial
statements for the year ended June 30, 2011.

Prior to October 26, 2010,  Larry  O'Donnell,  CPA P.C.  served as our principal
auditing accountant firm.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended June 30, 2011 and 2010.

                                           Year Ended June 30,
                                  2011                              2010
                       ----------------------------      -----------------------

Audit Fees                      $ 6,175                            $3,407

Audit-related Fees                 $0                                $0

Tax Fees                           $0                                $0

All Other Fees                     $0                                $0
                       ----------------------------      -----------------------
Total Fees                       $ ---                             $3,407


All audit work was performed by the auditors' full time employees.

During the year ended June 30,  2011,  audit fees of $5,675 were paid to De Joya
and fees of $0 were paid to Larry O'Donnell, CPA, PC.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.


                                      -36-
<PAGE>
<TABLE>
<CAPTION>
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS
------------------------------------------

The following documents are filed as a part of this Report.

(i)      EXHIBITS.

The  following is a complete  list of exhibits  filed as part of this Form 10-K.
Exhibit  numbers  correspond  to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.

   EXHIBIT
   NUMBER           DESCRIPTION AND METHOD OF FILING
----------------    --------------------------------------------------------------------------------------------------------
<S>                 <C>
2.1                 Agreement and Plan of Merger and Reorganization Into Holding Company**
2.2                 Acquisition  Agreement By and Among ASPI, Inc. and Prestige Prime Office, Ltd. and Its Shareholders ***
3(i).1              Articles of Incorporation of ASPI, Inc.**
3(i).2              Articles of Incorporation of A08 Holdings, Inc.**
3(ii).1             Bylaws of ASPI, Inc.**
3(ii).2             Bylaws of A08 Holdings, Inc.**
21.1                Subsidiaries of the Registrant*
31.1                Certification  of Chief  Executive  and Chief  Financial  Officer  pursuant  to Section 302 of the
                    Sarbanes-Oxley Act*
32.1                Certification  of  Principal  Executive  and  Financial  Officer  pursuant  to Section  906 of the
                    Sarbanes-Oxley Act*
-----------

     *    Filed herewith.
     **   Filed as an Exhibit to the Current Report on Form 8K filed with the SEC on July 7, 2009.
     ***  Filed as an Exhibit to the Current Report on Form 8K filed with the SEC on September 10, 2010.

</TABLE>










                                      -37-
<PAGE>


                                   SIGNATURES

    In  accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934, the  Registrant  duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                     ASPI, INC.




Date: October 12, 2011                By:     /s/ Yuen Ling Look
                                           -------------------------------------
                                             Yuen Ling Look, President,
                                             Chief Executive Officer and
                                             Chief Financial Officer
                                             (Principal Accounting Officer)



    In accordance with the Securities Exchange Act of 1934, this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.

Dated: October 12, 2011
                                          ASPI, INC.


                                          /s/ Yuen Ling Look
                                          --------------------------------------
                                          Yuen Ling Look, Director

                                          /s/ Siu Fong Kelly Yeung
                                          --------------------------------------
                                          Siu Fong Kelly Yeung, Director

                                          /s/ Siu Lun Tong
                                          --------------------------------------
                                          Siu Lun Tong, Director



                                      -38-