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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, 2010

[ ]  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) 422-8127
                                 --------------
              (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 8, 2010 was  approximately  $154,333  based upon the
reported  closing  sale price of such  shares on the Over the  Counter  Bulletin
Board for that  date.  As of  October 8,  2010,  there  were  73,879,655  shares
outstanding of which 771,665 shares were held by non-affiliates.


<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS                               DOUBLE CHECK

<S>            <C>                                                                                         <C>

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                                                                     8

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 for Equity Securities                                                               9

Item 6.        Selected Financial Data                                                                       10

Item 7.        Management's Discussion and Analysis of Financial Condition                                   10
               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 and                               14
               Financial Disclosure

Item 9A.       Controls and Procedures                                                                       15

Item 9B.       Other Information                                                                             15

Part III

Item 10.       Directors, Executive Officers and Corporate Governance                                        16

Item11.        Executive Compensation                                                                        18

Item 12.       Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters                                                                   19

Item 13.       Certain Relationships and Related Transactions and Director Independence                      20

Item 14.       Principal Accountant Fees and Services                                                        21

Item 15.       Exhibits and Financial Statement Schedules                                                    22
</TABLE>


<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

INTRODUCTION

Reorganization into a Holding Company Structure

ASPI,  Inc.  ("ASPI")  and A08  Holdings,  Inc.  ("A08")  were  incorporated  on
September 29, 2008,  in the state of Delaware,  as Delaware  corporations  to be
subsidiary  companies of Aspeon, Inc. ("Aspeon") for the purpose of performing a
holding company reorganization with Aspeon.

On May 21, 2009,  pursuant to the Delaware  Holding Company  formation  statute,
Delaware General Corporation Law ("DGCL") Section 251(g), Aspeon entered into an
Agreement  and Plan of Merger and  Reorganization  into a Holding  Company ("the
Reorganization")  with two of its wholly owned  subsidiary  companies,  ASPI and
A08. The  Reorganization  provided for the merger of Aspeon with, and into, A08,
with A08 being the surviving  corporation in the merger. At the same time as the
merger took place, the shareholders of Aspeon were converted, under the terms of
the  Reorganization,  to  shareholders  of ASPI on a one  for  one  basis.  As a
consequence of the  Reorganization,  ASPI became the parent holding company with
its wholly owned subsidiary  company,  A08, the surviving  company of the merger
with Aspeon.

The  Reorganization  has been accounted for to reflect the fact that both Aspeon
and ASPI were under common control at the date of the Reorganization, similar to
a reverse acquisition of Aspeon and its subsidiary companies by ASPI.

On June 26,  2009,  Mr. David J.  Cutler,  a former  officer and director of the
Company,  and an entity controlled by Mr. Cutler,  sold 3,108,000 shares of ASPI
common  stock  held by him and  the  entity,  which  constituted  80.11%  of the
outstanding  shares of ASPI, at that time, to Top Growth Holdings Group, Inc., a
British  Virgin  Island  corporation  beneficially  owned by Ms. Look, a current
officer and director of the Company.

                                       1
<PAGE>

On June 30, 2009,  ASPI sold 100% of the issued share capital of its subsidiary,
A08and all of A08's subsidiary companies,  to an unrelated third party for $100.
ASPI recognized a gain of $2,519,907 on this sale of its subsidiary companies.

Following  this  sale,  ASPI had $100 of  assets,  no  outstanding  liabilities,
stockholders'  equity  of $100 and no  operating  business  or other  source  of
income.  ASPI's common stock is publicly traded on the Over-the-Counter Bulletin
Board under the symbol "ASZP."

In November 2009, Mr. Cutler,  resigned as the Chief  Executive  Officer,  Chief
Financial  Officer and a director of ASPI. At that time,  Ms. Look was appointed
the Chief  Executive  Officer,  Chief  Financial  Officer  and a director of the
Company.  Mr. Green and Ms. Kampmann  resigned as directors and Mr. Tong and Mr.
Yeung were appointed to the Board of Directors of the Company.

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,  the  Company  acquired  100% all of the  4,000,000  issued  and
outstanding shares of 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.

Prestige  is a serviced  office  provider in the Far East.  Prestige  intends to
provide 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 will 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.

As a result of the  acquisition,  the  Company is no longer  considered  to be a
shell company, as defined in Rule 12b-2 of the Exchange Act.

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.

BUSINESS

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

                                       2
<PAGE>

The office space provided 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
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  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.

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's 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 the  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

                                       3
<PAGE>

abundant space and heavy capital commitments, compromising companies' liquidity,
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.

Prestige provides a range of Workstyle  Solutions,  providing customers with the
offices   services   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 80% under the
recent  economy and some of the providers  are expanding to meet the  increasing
demand, namely SBC, set up in 1995, and Jumpstart,  set up in 2002, which have 8
and 6 centers, respectively, in Hong Kong.

Prestige's Competitive Advantage

o        Exclusive location and rate
                  The business  center is located at 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 upgrade 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 be able to make  continuous  investment  to
                  improve  efficiency and provide clients enhanced  services and
                  innovative technology at reasonable rates.

                                       4
<PAGE>

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.

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.

Expansion

The Company intends to explore the market for more opportunities. The Company is
looking to grow its network in major commercial zones in key cities, expand into
new markets,  and to consolidate  and develop our position as a serviced  office
provider around the globe.

The first-stage  expansion plan will focus on the local market in Hong Kong. New
business  centers  will be  opened  in  dynamic  business  areas  and  the  most
prestigious  buildings,  offering  clients'  business a  professional  corporate
address.

INTELLECTUAL PROPERTY

We do not hold any patents or patent applications.

EMPLOYEES

As of June 30, 2010, we had six 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 is 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.

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES

We have  minimal  sources of income at this time and no existing  cash  balances
that are  adequate to meet our ongoing  operating  expenses.  In the short term,
unless we are able to raise additional debt and/or, equity we shall be unable to
meet our ongoing operating expenses.  No assurances can be given that we will be
successful  in  generating  revenues  or  reaching  or  maintaining   profitable
operations.

                                       5
<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 owns approximately 81% of our issued and outstanding common
stock.  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
transaction.  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.

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

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
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.

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

We may issue further shares as consideration  for the cash or 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.

TERMINATIONS COULD REDUCE OUR REVENUES

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

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  officers  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.


                                       6
<PAGE>


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  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
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


                                       7
<PAGE>

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. We are registering all of our outstanding  Shares so officers,
directors and affiliates will be able to sell their Shares if this  Registration
Statement becomes effective.  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.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

Having  obtained a listing on the over the counter  bulletin  board it is likely
that our common stock will be subject to price volatility, low volumes of trades
and large spreads in bid and ask prices quoted by market makers.  Due to the low
volume of  shares  traded on any  trading  day,  persons  buying or  selling  in
relatively  small  quantities may easily  influence  prices of our common stock.
This low volume of trades  could also cause the price of our stock to  fluctuate
greatly,  with large  percentage  changes in price  occurring in any trading day
session.  Holders of our common stock may also not be able to readily  liquidate
their  investment or may be forced to sell at depressed prices due to low volume
trading.  If high  spreads  between  the bid and ask prices of our common  stock
exist  at  the  time  of  a  purchase,   the  stock  would  have  to  appreciate
substantially  on a relative  percentage  basis for an investor to recoup  their
investment.  Broad  market  fluctuations  and  general  economic  and  political
conditions  may also adversely  affect the market price of our common stock.  No
assurance can be given that an active market in our common stock will develop or
be sustained. If an active market does not develop,  holders of our common stock
may be unable to readily  sell the  shares  they hold or may not be able to sell
their shares at all.

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

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.

                                       8
<PAGE>

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.

On January  13,  2009,  the reverse  split of the  Company's  common  stock on a
fifteen for one basis  became  effective  and our trading  symbol was changed to
"ASPO."  Following the Reorganization effective May 29, 2009, our trading symbol
was changed to "ASZP."


                                                High              Low
         Year Ended June 30, 2010:
                  First quarter                 $0.18             $0.05
                  Second quarter                  0.25              0.012
                  Third quarter                   0.25              0.05
                  Fourth quarter                  0.20              0.20

         Year Ended June 30, 2009:
                  First quarter                 $0.45             $0.105
                  Second quarter                  0.27              0.045
                  Third quarter                   0.30              0.03
                  Fourth quarter                  0.10              0.02

Holders.  As of June 30, 2010, 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 its  securities  from July 1, 2009
through June 30, 2010.

<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

        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 individuals  listed above that purchased the unregistered  securities
were existing shareholders, known to us and our management, through pre-existing
business  relationships,  as a long standing business associate.  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.


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

The  following  discussion  should  be read in  conjunction  with our  unaudited
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.

                                       10
<PAGE>

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of June 30,  2010,  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 in the Far East 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  or 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  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.

The Company budget for operations in next year is planned as follows:


                                              Minimum                   Maximum
                                          ----------------     -----------------
Purchase of existing business centers                 $--            $5,000,000
Expand more centers in Hong Kong                 $250,000            $3,000,000
Setup centers in China                           $500,000            $5,000,000
Setup centers in South East Asia                      $--            $5,000,000
Working capital for running centers              $800,000            $5,000,000
Marketing                                        $450,000            $7,000,000
                                          ----------------     -----------------
                                               $2,000,000           $30,000,000

The Company reserves the right to change any or all of the budget  categories in
the execution of its business attempts without purchaser  approval.  None of the
line items is to be considered fixed or unchangeable in the budget.

The Company will need substantial  additional capital to support its budget. The
Company has had minimal  revenues.  The Company has no committed  source for any
funds as of date hereof.  In the event funds  cannot be raised when needed,  the
Company may not be able to carry out its business  plan, may never achieve sales
or  royalty   income,   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,  2010  COMPARED TO THE FISCAL YEAR ENDED JUNE 30,
2009

                                       11
<PAGE>

Revenue

During the year ended June 30, 2010, we  recognized  $24,920 in revenue from the
serviced office operations of our wholly-owned subsidiary, Prestige. The cost of
such  revenues  was  $54,126.  During the year ended June 30,  2009,  we did not
recognize any revenues from our operations.

Operational (Income) Expenses

During the year ended June 30,  2010,  we  recognized  operational  expenses  of
$473,739  compared to  operational  income of $5,831,206 for the year ended June
30, 2009. Operational expenses activities were as follows:

<TABLE>
<CAPTION>

                                         Year Ended June    Year Ended June      Increase or
                                            30, 2010           30, 2009           (Decrease)
                                        ------------------ ------------------ -------------------
<S>                                     <C>                <C>                <C>

General and Administrative                      $ 423,667          $ 150,198            $273,469
Depreciation                                       50,072                  -              50,072
Gain on Settlement of Debt                              -             61,992            (61,992)
Gain on Statue Barred Liabilities                       -          3,339,505         (3,339,505)
Gain on Sale of Subsidiary Companies                    -          2,519,907         (2,519,907)
</TABLE>


The $273,469 increase in general and administrative  expense was a result of the
Company's  acquisition  activity  during  the year  ended  June 30,  2010.  Such
activity resulted in increase legal and accounting  expenses and salary expenses
in the Company's wholly-owned subsidiary, Prestige.

During the year ended June 30, 2009,  we issued  2,376,324  shares of restricted
common  stock,  valued at  $392,974  ($0.17 per  share),  to David  Cutler,  the
Company's  then  President and a director,  and a corporation  controlled by Mr.
Cutler,  in full  settlement of the Company's  debts to them. As a result of the
transaction,  we  recognized  a gain  of  $61,992  on  the  settlement  of  this
liability.

During the year ended June 30,  2009,  we  recognized  a gain on statute  barred
liabilities  of  $3,399,505.  During the year ended June 30,  2009,  outstanding
liabilities,  which had been  incurred  more than six years  ago,  were  statute
barred under the state laws of  Massachusetts  and we recognized a gain on these
statute barred liabilities of $3,399,505.

During the year ended June 30, 2009,  we recognized a gain on sale of subsidiary
companies of $2,519,907.

Provision for Income Taxes

No  provision  for income  taxes was required in the fiscal years ended June 30,
2009 and 2008 as we had  sufficient  carried  forward  tax  losses to offset the
profit arising in these periods.

Net (Loss) Income

During  the year ended  June 30,  2010,  we  recognized  a net loss of  $502,974
compared to a net income of $5,813,638.  The increase in net losses was a result
of the Company's  acquisition of its wholly-owned  subsidiary,  Prestige and its
increased operational activities.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL

As of June 30,  2010,  we had total  current  assets of $86,659,  consisting  of
$36,468 in cash,  customer  deposits of $41,852 and prepaid  expenses  and other
current  assets  of  $11,339.  At June 30,  2010,  we had total  liabilities  of
$335,220,  all current.  Total current liabilities consisted of accounts payable
of $24,233, accrued liabilities of $127,218, prepayments from clients of $16,707
and related  parties  advances of  $167,062.  The Company has a working  capital
deficit of $245,561.

Going Concern

In our Annual  Reports on Form 10-K for the fiscal years ended June 30, 2010 and
2009, 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, 2010 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 $502,974 and a
working capital deficit of $245,561 as of June 30, 2010.

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,  2010,  net cash used in  operations  was  $337,986,
compared to $161,624 for the year ended June 30, 2009,  an increase of $176,362.
During the year ended June 30, 2010, the net loss of $502,974 was reconciled for
the non-cash  item of  depreciation  of $49,921.  During the year ended June 30,
2009,  net income of  $5,813,638,  was adjusted for non-cash items of $5,960,780
for non-cash items, including $12,375 in stock issued to consultants,  $8,250 in
stock issued to directors, a total gains of $5,918,405, as discussed above.

During the year ended June 30, 2010, we used  $407,909 in investing  activities,
including  the  purchase  of  $357,909  in  fixed  assets  by  our  wholly-owned
subsidiary,  Prestige  and  $50,000  cash in the  purchase  of our  wholly-owned
subsidiary,  Prestige. During the year ended June 30, 2009, we derived $100 from
the sale of our subsidiary companies.

During the year ended June 30, 2010,  we received  $780,903  from our  financing
activities.  During the fiscal year ended June 30,  2009,  we received  $161,527
from financing activities.

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

During the year ended June 30,  2010,  Mr.  Yeung  Cheuk  Hung,  the  manager of
Prestige and the majority shareholder of the Company, has advanced funds at June
30, 2010 of $163,745 to support the  operations of Prestige.  Such funds are due
on demand.

During the year ended June 30, 2010,  Ms.  Look,  an officer and director of the
Company  and the  manager  of Mega,  advanced  funds of $321 to Mega to  support
operations. 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 32.

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

We have not had any disagreements with our auditors.

                                       14
<PAGE>

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
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;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  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 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, 2010.  Based on this  assessment,  management  believes
that as of June 30, 2010,  our  internal  control  over  financial  reporting is
effective based on those criteria.

                                       15
<PAGE>

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.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

As of June 30, 2010, our directors and officers were:

         Name                 Age              Position

Yuen Ling Look                42               President, CEO, CFO, and Director

Siu Fong Kelly Yeung          40               Director

Siu Lun Tong                  47               Director

On November 2, 2009, Mr. David Cutler resigned as the Chief  Executive  Officer,
Chief Financial Officer and Director of the Company.

On  November 2, 2009,  Mr.  Redgie  Green and Ms.  Kristi  Kampmann  resigned as
directors of the Company.

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.

                                       16
<PAGE>

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.

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 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
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  corporation
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.

                                       17
<PAGE>

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, 2010, all Section 16(a) filing requirements applicable to our officers,
directors and greater than 10% beneficial  owners were filed in compliance  with
all applicable  requirements with the exception of Top Growth Holdings Group 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.


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,  2010,
2009 and 2008 (the "Named Executive Officers"):

<TABLE>
<CAPTION>

                           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     2010           $0    $-0-    $ -0-    $ -0-         $ -0-            $-0-           $-0-       $     0
Look

David J.      2009      $60,000    $-0-    $ -0-    $ -0-         $ -0-            $-0-           $-0-       $60,000
Cutler(2)     2008      $60,000    $-0-    $ -0-    $ -0-         $ -0-            $-0-           $-0-       $60,000
</TABLE>

(1) Ms. Look was appointed the  President of the Company in November  2009.  Ms.
Look does not have a compensation agreement with the Company.

(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.

In  January  2009,  2,376,324  shares  of  restricted  common  stock,  valued at
$392,974,  was issued to David Cutler,  Aspeon's President and a 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.

                                       18
<PAGE>

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, 2010.


                              DIRECTOR COMPENSATON

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2010:

<TABLE>
<CAPTION>

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

David J. Cutler(1)        $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Redgie Green (2)          $ -0-       $ -0-      $ -0-          $ -0-            $-0-            $ -0-          $ -0-

Kristi J.  Kampmann (2)   $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Yuen Ling Look (3)        $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Siu Fong Kelly Yeung (3)  $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-

Siu Lun Tong (3)          $ -0-       $ -0-      $ -0-          $ -0-            $ -0-           $ -0-          $ -0-
</TABLE>

     (1)  Mr.  Cutler  resigned  as an officer  and  director  of the Company in
          November 2009.
     (2)  Mr.  Green and Ms.  Kampmann  resigned as  directors of the Company on
          November 2009.
     (3)  Ms. Look, Ms. Yeung and Mr. Tong were appointed  directors in November
          2009.

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, 2010, 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.

                                       19
<PAGE>

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.

<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 (2)                                  13,108,000           17.74%

      Siu Fong Kelly Yeung                                               0                  0%
      Director

      Siu Lun Tong                                                       0                  0%
      Director

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

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


     (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,  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, 2010.


ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDERPENDENCE

Fiscal Year Ended June 30, 2010

During the year ended June 30,  2010,  Mr.  Yeung  Cheuk  Hung,  the  manager of
Prestige and the majority shareholder of the Company, has advanced funds at June
30, 2010 of $163,745 to support the  operations of Prestige.  Such funds are due
on demand.

During the year ended June 30, 2010,  Ms.  Look,  an officer and director of the
Company,  advanced funds of $321 to Mega to support  operations.  Such funds are
due on demand.

During the year ended June 30, 2010,  Top Growth  Holdings  Group,  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).

                                       20
<PAGE>

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

Fiscal Year Ended June 30, 2009

During the fiscal years ended June 30, 2009, a former director, David J. Cutler,
and a company controlled by Mr. Cutler,  advanced to us $161,527 respectively by
way of loan,  bearing interest at 8%, to meet our ongoing operating expenses and
fund the costs of bringing  our  financial  statements  and SEC  reporting up to
date.  At December  31,  2008 the balance  outstanding  to Mr.  Cutler,  and the
company controlled by Mr. Cutler, totaled $451,874,  including accrued interest.
On January 26, 2009,  we issued  2,376,324  shares of  restricted  common stock,
valued at $392,974  ($0.17 per share),  to David Cutler,  the  Company's  Former
President and a former director,  and a corporation controlled by Mr. Cutler, in
full settlement of the Company's debts to them. As a result of the  transaction,
we recognized a gain of $61,993 on the settlement of this  liability.  Following
the Reorganization of May 21, 2009 and the sale of all our subsidiary  companies
at June 30, 2009, there was no liability outstanding to Mr. Cutler by ASPI, Inc.
at June 30, 2009.

Effective January 26, 2009, ASPI authorized the issuance of a total of:

     i)   25,000  shares of  restricted  common  stock,  valued at $4,125,  to a
          consultant,  who was an existing  shareholder of ASPI, as compensation
          for services he had provided to ASPI.

     ii)  50,000  shares  of  restricted  common  stock,  valued  at $8,250 to a
          current, and a former,  non-executive  director of ASPI (25,000 shares
          each) as compensation for services they had provided to ASPI.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred $3,407 and $3,000 to our current auditors, Larry O'Donnell,  CPA, PC
("O'Donnell"), in the fiscal years ended June 30, 2010 and 2009 respectively.

Tax Fees

We did not incur any tax fees to our current auditors,  O'Donnell, in the fiscal
years ended June 30, 2010 and 2009 for  professional  services  rendered for tax
compliance, tax advice, and tax planning.

We did incurred $0 and $3,375 in tax fees an  unconnected  third  party,  in the
fiscal years ended June 30, 2010 and 2009 for professional services rendered for
tax compliance, tax advice, and tax planning.

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.








                                       21
<PAGE>



ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS

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

The audited consolidated  financial statements for the years ended June 30, 2010
and 2009 start on page F-1.

(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-B.

<TABLE>
<CAPTION>

   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>






                                       22
<PAGE>

                           Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545                                       2228 South Fraser
Street
Fax (303) 369-9384                                                        Unit I
Email larryodonnellcpa@comcast.net                     Aurora, Colorado    80014
www.larryodonnellcpa.com


             Report of Independent Registered Public Accounting Firm

Board of Directors
ASPI, Inc.  and Aspeon, Inc.
Denver, Colorado

I have audited the  accompanying  consolidated  balance sheets of ASPI, Inc. and
predecessor company,  Aspeon, Inc., as of June 30, 2010 and 2009 and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  consolidated  financial  position  of ASPI,  Inc.  and
predecessor company,  Aspeon, Inc., as of June 30, 2010 and 2009 and the results
of it's  consolidated  operations  and cash  flows for the years  then  ended in
conformity with accounting principles generally accepted in the United States.

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 had suffered significant losses as of June 30, 2010 and
2009 and no  ongoing  source of  income.  Management's  plans to  address  these
matters  are  also  included  in  Note  2 to  the  financial  statements.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.


/s/ Larry O'Donnell CPA, PC
Larry O'Donnell CPA, PC
Aurora, Colorado
September 28, 2010

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                                   ASPI, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS


                                                                                         June 30,         June 30,
                                                                                           2010             2009
                                                                                       --------------  ---------------
<S>                                                                                  <C>               <C>

                            ASSETS

Current Assets

      Cash & Cash Equivalents                                                        $        36,468 $              -
      Customer Deposits                                                                       41,852                -
      Prepaid Expenses and Other Current Assets                                               11,339              100

                                                                                     ---------------------------------
                 Total Current Assets                                                         89,659              100

      Property & Equipment, net of $49,921 accumulated depreciation                          307,988                -
                                                                                     ---------------------------------


                                                                                     ---------------------------------
      TOTAL ASSETS                                                                   $       397,647 $            100
                                                                                     =================================

                            LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities

      Accounts Payable                                                                        24,233                -
      Accrued Liabilities                                                                    127,218                -
      Prepayments, Clients                                                                    16,707                -
      Advances, Related Parties                                                              167,062                -
                                                                                     ---------------------------------
                 Total Current Liabilities                                                   335,220                -

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

      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                           922,756          222,756
        73,879,655 and 1,314,038 shares issued and outstanding, respectively
      Additional Paid In Capital                                                            (357,435)      85,188,312
      Other Comprehensive Income                                                                  80                -
      Accumulated Deficit                                                                   (502,974)     (85,410,968)
                                                                                     ---------------------------------
                 Total Stockholders' Equity                                                   62,427              100

                                                                                     ---------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $       397,647 $            100
                                                                                     =================================


                  See accompanying Notes to Consolidated Financial Statements.

                                           F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           ASPI, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2010 AND 2009



                                                                2010                2009
                                                       -----------------------------------------
<S>                                                    <C>                   <C>


REVENUES                                               $             24,920  $                -

COST OF REVENUES                                                     54,126                   -
                                                       -----------------------------------------

                                                                    (29,206)                  -

OPERATING EXPENSES

      General and Administrative                                    423,667             150,198
      Depreciation                                                   50,072                   -
      Gain on Settlement of Debt                                          -             (61,992)
      Gain on Statute Barred Liabilities                                  -          (3,399,505)
      Gain on Sale of Subsidiary companies                                -          (2,519,907)
                                                       -----------------------------------------
      Total Operating (Income)  Expenses                            473,739          (5,831,206)

OPERATING (LOSS) PROFIT                                            (473,739)          5,831,206

Interest and Other Income (Expenses) Net                                (29)            (17,568)

                                                       -----------------------------------------
Profit before Income Taxes                                         (502,974)          5,813,638

Provision for Income Taxes                                                -                   -

                                                       -----------------------------------------
NET (LOSS) INCOME                                      $           (502,974) $        5,813,638
                                                       =========================================


NET INCOME (LOSS) PER SHARE

      Basic & Diluted                                  $                  -  $             2.42
                                                       =========================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                                                 2,398,114
                                                       =========================================



          See accompanying Notes to Consolidated Financial Statements.

                                      F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               ASPI, INC. AND PREDECESSOR COMPANY
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                           FOR THE YEARS ENDED JUNE 30, 2009 and 2008

                Common Stock          Treasury Stock      Additional    Subscrip-    Accum-        Accum-
                                                           Paid - in      tion       ulated     ulated Compre  Compre-
             Shares      Amount     Shares     Amount     Capital      Receiv-     Deficit       -hensive      hensive      Total
                                                                       able                    Profit/(Loss) Profit/(Loss)
               #            $         #         $            $            $            $              $           $           $
            ----------  ---------- ---------   -------  ------------ ----------- ------------   ---------     ----------  ----------
<S>         <C>        <C>         <C>       <C>       <C>           <C>         <C>            <C>        <C>          <C>

Balance,
  June
  30,
  2008       1,314,038 $   197,106   (13,333)$ (60,000)$  84,849,858 $          -$ (91,296,473) $   71,867 $          - $ 6,237,641)

Stock
  Issued
  to Round
  Up
  Individ-
  ual
  Stock-
  holder's
  Holdings
  on 15:1
  Reverse
  Split            638           -         -         -             -            -            -           -            -           -

Stock
  Issued
  in
  Settle-
  ment of
  Debt          63,655         637         -         -         9,868            -            -           -            -      10,504

Stock
  Issued
  as Compen-
  sation        75,000         750         -         -        11,625            -            -           -            -      12,375

Stock
  Issued as
  Diretors'
  Remuner-
  ation         50,000         500         -         -         7,750            -            -           -            -       8,250

Stock
  Issued
  In Settle-
  ment
  of Debt    2,376,324      23,763         -         -       369,211            -            -           -            -     392,974

Cancella-
  tion
  of Treas-
  ury
  Stock              -           -    13,333    60,000       (60,000)           -            -           -            -           -

Net &
  Compre-
  hensive
  Profit             -           -         -         -             -            -    5,813,638           -    5,813,638   5,813,638
                                                                                                             -----------

            -----------  ---------- ---------  --------  ------------  ----------  ------------   ---------               ----------
Balance,
  June
  30,
  2009       3,879,655     222,756         -         -    85,188,312            -  (85,482,835)     71,867                      100
            -----------------------------------------------------------------------------------------------               ----------

Subscrip-
  tion
  Receiv-
  able              -           -         -         -             -      100,000            -           -            -      100,000

Common
  stock
  issued
  for
  subscrip-
  tion
  Receiv-
  able      10,000,000     100,000         -         -                   (100,000            -                                    -

Common
  stock
  issued
  for
  Prestige
  Acquisi-
  tion      60,000,000     600,000         -         -             -            -            -                              600,000

Acquisi-
  tion
  account-
  ing                -           -         -         -   (85,545,747)           -   85,482,835     (71,867)                (134,779)

Net &
  Compre-
  hensive
  Income             -           -         -         -             -            -     (502,974)         80     (502,894)   (502,894)
                                                                                                             ===========

            -----------  ---------- ---------  --------  ------------  ----------  ------------   ---------               ----------
Balance,
  June
  30,
  2010      73,879,655 $   922,756 $       -  $      - $    (357,435)$          -$    (502,974) $       80              $    62,427
            ===========  ========== =========  ========  ============  ==========  ============   =========               ==========





          See accompanying Notes to Consolidated Financial Statements.

                                      F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           ASPI, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2010 AND 2009


                                                                         June 30,          June 30,
                                                                           2010              2009
                                                                    -----------------------------------
<S>                                                                 <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES

NET  (LOSS) INCOME                                                  $       (502,974)$       5,813,638

  ADJUSTMENTS TO RECONCILE NET PROFIT  TO NET CASH
    USED IN OPERATING ACTIVITIES
      Stock issued for Consultants                                                 -            12,375
      Stock issued for Directors                                                   -             8,250
      Gain on Settlement of Debt                                                   -           (61,993)
      Gain on Statute barred Liabilities                                           -        (3,399,505)
      Gain on Sale of Subsidiaries                                                 -        (2,519,907)
      Depreciation                                                            49,921                 -
  CHANGES IN OPERATING ASSETS & LIABILITIES
      Increase in Customer Deposits and Prepayments                          (53,091)             (100)
      Increase in Accounts Payable                                           151,450           (14,400)
      Increase in Client Prepayments                                          16,708                 -

                                                                    -----------------------------------
      Total Cash Flow used in Operating Activities                          (337,986)         (161,642)

CASH FLOWS FROM INVESTING ACTIVITIES
      Payments for and Proceeds from sale of subsidiaries                    (50,000)              100
      Purchase of property and equipment                                    (357,909)                -
                                                                    -----------------------------------
      Total Cash Flow (used) provided by Investing Activities               (407,909)              100

CASH FLOWS FROM FINANCING ACTIVITIES
      Advances under Notes Payable                                                 -           161,527
      Advances from related parties                                          167,062                 -
      Proceeds from sales of common stock                                    613,841                 -
                                                                    -----------------------------------
      Total Cash Flow provided by Financing Activities                       780,903           161,527

      Foreign Currrency Translation                                            1,460                 -

DECREASE IN CASH & CASH EQUIVALENTS                                 $         36,468 $             (15)
                                                                    ===================================

Cash and Cash Equivalents at the beginning of the period            $              - $              15
                                                                    ===================================
Cash and Cash Equivalents at the end of the period                  $         36,468 $               -
                                                                    ===================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                              $              - $               -
                                                                    -----------------------------------
Cash paid for income tax                                            $              - $               -
                                                                    -----------------------------------


                 See accompanying Notes to Financial Statements.

                                      F-5
</TABLE>

<PAGE>

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

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

Business

ASPI,  Inc. was  incorporated  in the State of Delaware in September  2008, as a
wholly owned  subsidiary  company of Aspeon,  Inc.  Aspeon,  Inc. was a publicly
quoted  shell  company  with no cash on hand,  $1,000 of  assets,  no  operating
business or other source of income,  outstanding liabilities of $2,520,800 and a
stockholders' deficit of $2,519,808.

Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the  Reorganization") filed with the Secretary of State
of Delaware:

     -    ASPI, Inc.  acquired 100% of the issued share capital of Aspeon,  Inc.
          in a share for share exchange of ASPI,  Inc.  shares for Aspeon,  Inc.
          shares with Aspeon, Inc.'s existing shareholders., and

     -    Aspeon,  Inc.  merged with a one of its former  subsidiary  companies,
          A08, Inc.

As a result of the Reorganization,  shareholders in publicly quoted Aspeon, Inc.
became  shareholders in the publicly quoted ASPI, Inc.,  Aspeon,  Inc. ceased to
exist as an independent  legal entity  following its merger with A08, Inc., A08,
Inc.  became a  subsidiary  company  of ASPI,  Inc.  with A08,  Inc.  owning the
subsidiary companies formerly owned by Aspeon, Inc.

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 will become 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 common stock of Prestige.

Prestige  has 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.

Prestige is a serviced office provider in the Far East. 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 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.

                                      F-6

<PAGE>

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,  will 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").  Mega Action is authorized to issue up to
50,000  shares of a single  class each 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.

Basis of Presentation

Principles of Consolidations

The accompanying  consolidated financial statements include the accounts of ASPI
and its wholly-owned  subsidiaries,  Prestige Prime Office, Ltd. and Mega Action
Limited.  Both  subsidiaries  operations  are located in Asia.  All  significant
inter-company balances and transactions have been eliminated in consolidation.

Reclassification

Certain amounts previously reported have been reclassified to conform to current
presentation.

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.

Fair Value of Financial Instruments

The carrying amount of cash, accounts payable and notes payable is considered to
be  representative  of its fair value because of the  short-term  nature of this
financial instrument.

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

                                      F-7

<PAGE>

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.

Advertising Expenses

For the years ended June 30, 2010 and 2009,  the  Company  expended  $23,202 and
$-0-,  respectively  on advertising  and marketing.  The Company  expenses these
costs when incurred.

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.

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 has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Net Income (Loss) per Share

Basic net income per share is  computed  by  dividing  net income  available  to
common  shareholders  for the period by the  weighted  average  number of common
shares  outstanding for the period.  Diluted net income per share is computed by
dividing the net income for the period by the weighted  average number of common
and potential common shares outstanding during the period.

                                      F-8

<PAGE>

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.

Recent Accounting Pronouncements

In July 2010, the Financial  Accounting Standards Board ("FASB") issued Proposed
Accounting   Standard   Update   (Topic  450)  -  Disclosure   of  Certain  Loss
Contingencies.  This amendment would lower the current disclosure  threshold and
broaden the  current  disclosure  requirements  to provide  adequate  and timely
information to assist users in assessing the  likelihood,  potential  magnitude,
and  potential  timing (if known) of future cash outflows  associated  with loss
contingencies.  For public  entities,  the new guidance  would be effective  for
fiscal years ending after  December 15, 2010,  and interim and annual periods in
subsequent  fiscal years. The Company is currently  evaluating the impact of the
future adoption of the Update.

There were various other accounting standards and interpretations issued in 2009
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

The Company's  financial  statements  for the year ended June 30, 2010 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 $502,974  for the year ended June
30, 2010 and an  accumulated  deficit of $502,974 at June 30, 2010.  At June 30,
2010, the Company had total current assets of $89,659 and total liabilities, all
current of $335,200 for a working capital deficit of $245,541.

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.

NOTE 3 - ADVANCES, RELATED PARTIES

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

                                      F-9

<PAGE>

During the year ended June 30,  2010,  Mr.  Yeung  Cheuk  Hung,  the  manager of
Prestige and the majority shareholder of the Company, has advanced funds at June
30, 2010 of $163,745 to support the  operations of Prestige.  Such funds are due
on demand.

During the year ended June 30, 2010,  Ms.  Look,  an officer and director of the
Company  and the  manager  of Mega,  advanced  funds of $321 to Mega to  support
operations. Such funds are due on demand.

NOTE 4 - COMMITMENTS AND CONTIGENCIES

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.

NOTE 5 - STOCKHOLDERS' EQUITY

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, 2010, the Company had 73,879,655 shares of
its common stock issued and outstanding.

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, 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.

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. 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 6 - 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
2030. 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.


                                      F-10

<PAGE>




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


                     Estimated NOL     Valuation      Net Tax
   Period Ending     Carry-forward     Allowance      Benefit

   June 30, 2010         502,947        (502,947)         -



NOTE 7 - SUBSEQUENT EVENTS

The Company has  evaluated it  activities  subsequent to the year ended June 30,
2010 and found no other reportable subsequent events.


















                                      F-11


<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 11, 2010                      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 11, 2010
                                          ASPI, INC.


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



                                          Siu Lun Tong
                                          --------------------------------------
                                          Siu Lun Tong, Director









                                       23