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 December 31, 2001

                                       OR

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

     For the transition period from ____________ to ____________

                        Commission file number 000-26809

                                 ASPI EUROPE, INC.
              (Exact name of registrant as specified in its charter)

            Delaware                                     91-1962104
      (Jurisdiction of incorporation)                        (I.R.S. Employer
Identification No.)


                 312 North 13th Street, Oxford, Mississippi, 38655
                     (Address of principal executive offices)

        Registrant's telephone number, including area code: (888) 536-6990

Securities registered pursuant to Section 12(b) of the Act:

            Title of each class        Name of each exchange on which registered
            -------------------        -----------------------------------------
                 None                               None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                                (Title of Class)

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 the 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. [ ]

Aggregate market value of the registrant's common stock held by non-affiliates
as of April 9, 2002 was approximately $25,322,088. The number of shares of the
registrant's common stock issued and outstanding as of April 9, 2002 was
24,124,312, which includes 15,800,000 contingent shares held in escrow.


<PAGE>




                                ASPI EUROPE, INC.
                          2001 Form 10-K Annual Report

                                Table of Contents



                                     PART I
                                                                         Page

Item 1.  Business..........................................................1
Item 2.  Properties........................................................6
Item 3.  Legal Proceedings.................................................6
Item 4.  Submission of Matters to a Vote of Security Holders...............6

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related
         Shareholder Matters                                               6
Item 6.  Selected Financial Data...........................................7
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results Of Operations ....................8
Item 7a. Quantitative and Qualitative Disclosures about Market Risk........13
Item 8.  Financial Statements and Supplementary Data.......................13
Item 9.  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure.................................................13

                                    PART III

Item 10. Directors and Officers of the Registrant..........................14
Item 11. Executive Compensation............................................16
Item 12. Security Ownership of Certain Beneficial Owners and Management....19
Item 13. Certain Relationships and Related Transactions....................20

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...21



<PAGE>



                           FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
ASPi Europe, Inc. (the "Company" or "ASPi"), or developments in the Company's
industry, to differ materially from the anticipated results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors related to the Company's current business situation include, but are not
limited to: the Company's abandoned business operations, history of losses, need
for additional financing, uncertainty about its ability to continue as a going
concern, risks related to future acquisitions and strategic alliances,
dependence on key personnel, directors' and officers' involvement in other
projects and the other risks and uncertainties described under "Business -- Risk
Factors" in Part I of this Annual Report. Such factors related to the Company's
acquisition of Sharps Elimination Technologies Inc. ("SETI") include, but are
not limited to: SETI's limited operating history, dependence on key personnel,
reliance on key third party relationships, risks involving the management of
growth, product development risks and risks of technological change, competition
and the other risks and uncertainties described under "Business--Risk Factors"
in Part I of this Annual Report. See "Business--Plan of Operation." Certain of
the forward-looking statements contained in this Report are identified with
cross references to this section and/or to specific risks identified under
"Business--Risk Factors."


<PAGE>


                                     PART I

Item 1.   Business

Overview

ASPi Europe,  Inc. (the  "Company" or "ASPi") was  incorporated  in the State of
Florida on August 17, 1984,  and on December 19, 2000,  redomiciled to the state
of Delaware.

On June 11, 2001, the Company and GrowthExperts Group Inc. ("GrowthExperts"), an
outsourced sales and customer relationship management services corporation with
its principal executive offices located in New Westminster, British Columbia,
executed an Amalgamation and Re-Organization Agreement (the "Amalgamation
Agreement") for the Company to acquire all of the issued and outstanding equity
securities of GrowthExperts in exchange for 9,750,000 shares of common stock of
the Company and the assumption of all options to purchase equity securities of
GrowthExperts. On June 29, 2001, the Company and GrowthExperts agreed to amend
certain terms of the Agreement including, but not limited to, the requirement
that the Company complete a private placement of at least $1.5 million prior to
the closing date of the Agreement (the "Closing Date"), and instead the parties
agreed that the Company must raise, in addition to the $425,500 raised by the
Company as of the Closing Date, an additional $750,000 in gross proceeds within
90 days of the Closing Date. If the Company failed to raise at least $750,000 in
gross proceeds within 90 days of the Closing Date, the Company would be subject
to certain penalties, which included the obligation to issue up to an additional
750,000 shares of the Company's common stock to the former holders of
GrowthExperts' common stock.

On July 9, 2001, the Company and GrowthExperts closed the Amalgamation Agreement
and GrowthExperts became a wholly-owned subsidiary of the Company. Former
GrowthExperts shareholders received exchangeable shares (the "Exchangeable
Shares") in GrowthExperts for each of their GrowthExperts common shares. The
Exchangeable Shares were exchangeable at any time, at the holder's option, for
shares of the Company's common stock on a one-for-one basis. Upon the exchange
of all of the issued and outstanding Exchangeable Shares, the Company would have
issued an aggregate of 9,750,000 shares, or approximately 51% of the Company's
then outstanding common stock, to the former GrowthExperts shareholders. On
October 7, 2001, the former GrowthExperts shareholders were issued an additional
750,000 Exchangeable Shares in GrowthExperts due to the Company's failure in
raising an additional $750,000 within 90 days of the Closing Date.

GrowthExperts was incorporated in Alberta, Canada on June 12, 1998 to meet the
demand for outsourced sales and customer relationship management services. Since
its formation, GrowthExperts offered outsourced sales, marketing and data
management services to its client base in the Business-to-Business ("B2B") and
Business-to-Consumer ("B2C") markets.

On December 5, 2001, due to GrowthExperts' lack of working capital and failure
to meet current minimum obligations, GrowthExperts filed an assignment into
bankruptcy under Canada's Bankruptcy and Insolvency Act. MacKay & Company Ltd.
was named as the trustee in the bankruptcy proceedings and took immediate
possession of GrowthExperts' assets and closed all of GrowthExperts' offices.

On January 22, 2002, the Company entered into the Stock Redemption and
Settlement Agreement (the "Redemption Agreement") with Scott Dow and F. Thomas
Winters III under which the parties agreed to a mutual release of liability in
consideration for, among other things, the redemption of 2,944,611 Exchangeable
Shares that Mr. Dow and Mr. Winters owned or had control over, stock options for
300,000 shares of the Company's common stock which Mr. Winters had the right to
purchase and the release of Mr. Dow and Mr. Winters from their personal


<PAGE>

guarantees on a $150,000 promissory note issued by the Company to GrowthExperts
on May 1, 2001.

At a special meeting of GrowthExperts' Exchangeable Shareholders held on January
22, 2002, the Exchangeable Shareholders voted in favor of amending certain
exchange and voting rights attached to their Exchangeable Shares such that the
10,500,000 Exchangeable Shares issued were no longer exchangeable into common
shares of the Company and carried no voting rights.

On February 11, 2002, the Company announced that it entered into a letter of
intent to acquire all of the issued and outstanding equity securities of Sharps
Elimination Technologies Inc. ("SETI") a Delaware corporation based in Oxford,
Mississippi that is focused on the prevention of needlestick injuries through
the use of its exclusive license to develop, manufacture and sell the
Needle-Ease(TM) device. Under the terms of the letter of intent, the Company
intends to acquire all of SETI's outstanding securities in exchange for
15,800,000 shares of common stock of the Company. As part of the letter of
intent, the Company could issue up to 580,000 additional shares of its common
stock to extinguish all or part of its approximately $580,000 of loans and
accounts payable outstanding as at December 31, 2001.

On March 22, 2002,  Kelly Fielder was appointed the Chief Executive  Officer and
sole Director of the Company.  Mr. Fielder is also the Chief  Executive  Officer
and Director of SETI.

On March 25, 2002,  the Company and SETI executed and closed the Stock  Purchase
Agreement  (the "Stock  Purchase  Agreement")  for the  Company to  contingently
acquire all of the issued and outstanding  equity securities of SETI in exchange
for  15,800,000  contingent  shares of  common  stock of the  Company.  Upon the
closing of the Stock  Purchase  Agreement,  the Company  issued an  aggregate of
15,800,000  contingent  shares,  or  approximately  65%  of the  Company's  then
outstanding  common stock, to the former SETI  shareholders.  SETI will become a
wholly-owned  subsidiary of the Company. The acquisition of SETI will be treated
as a reverse  acquisition, for financial reporting  purposes,  whereby ASPi was
acquired by SETI,  with the balance  sheets being  combined using each company's
historical  cost basis and the  results  of  operations  including  that of both
companies from the date of acquisition, March 25, 2002, forward.

In addition, the contingent shares of common stock issued to SETI's former
shareholders in accordance with the closing are subject to earnout conditions
imposed mutually by the Company and the former shareholders of SETI. The
15,800,000 contingent shares of common stock shall be placed with an escrow
agent and shall be released if, amongst other conditions, SETI sells at least
6,000 Model 3500P devices by the first anniversary of the closing date of the
Stock Purchase Agreement. Should SETI not meet the conditions to release the
15,800,000 contingent shares of common stock of the Company, the 15,800,000
contingent shares of common stock will be returned to the Company for
cancellation and all the shares of SETI received by the Company in this
transaction will be returned to the former SETI shareholders.

Plan of Operation

Since entering into the assignment into bankruptcy of GrowthExperts on December
5, 2001, the Company has ceased all of its business operations and has explored
the possibility of acquiring a viable operating company.

On March 25, 2002, the Company announced that it had acquired all of the issued
and outstanding equity securities of SETI. SETI was incorporated in Delaware on
September 25, 2001 and on November 12, 2001, SETI acquired the exclusive
license, subject to a cash payment of $300,000 by May 12, 2002, to develop,
manufacture, and sell Needle-Ease(TM), a device used for the safe disposal of



<PAGE>

used needles and hypodermic syringes. The danger of needlestick injuries lies in
the transfer of bloodborne diseases as a result of people accidentally being
stuck with a used syringe.

The Needle-Ease(TM) is a battery operated incineration system that destroys a
range of needles by passing an electric current through the needle thereby
reducing the steel to ashes in a matter of seconds. The electric charge is
generated from a rechargeable sealed lead-acid battery. The contact points of
the device can be touched directly or with a metal object by the operator or
anyone else without the transfer of current (i.e., shock).

The Needle-Ease(TM) is fast, efficient, safe and simple to use, requires minimal
maintenance, is portable and rechargeable, is environmentally friendly, and
electrically disintegrates the needle, in seconds, to ash which is 100% safe.

There are 57 different blood borne pathogens transmitted through a syringe and
getting stuck with a used syringe is an occupational hazard for thousands of
health care workers whose concerns, worries and fears of contracting diseases,
such as Hepatitis and/or HIV are very legitimate. Although special plastic
containers, known as sharps containers, are stationed throughout hospitals,
medical and dental offices to handle collection before incineration, such
containers are not entirely resistant to prevent injury from a needle carelessly
inserted into the disposal unit. Cost is another factor with sharps containers
which are expensive to dispose of. In addition to health care workers being
subjected to health risks, garbage collectors are also exposed to the
possibility of needlestick injuries incurred from picking up garbage bags and
recycling boxes containing used syringes. Various agencies and regulatory bodies
have incorporated guidelines relating to the handling and disposal of syringes
but, notwithstanding these regulations, syringes are frequently found in places
where they should not be, and, regrettably, often in large quantities.

SETI    presently    has    two    Needle-Ease(TM)    models,    one   for   the
professional/institutional  market  (Model  3500P)  and the other  (Model  2501)
primarily for home use by diabetics.

The 3500P model is designed to dispose of needles that attach to a standard
syringe. In order to detach these needles from the syringe the needle must be
re-capped. The act of recapping a needle is dangerous and prohibited by
government regulations. A needlestick injury may result in the transfer of
bloodborne diseases and infections from a patient to a third party. The 3500P
totally eliminates the steel shaft of the needle from a syringe without
recapping the exposed needle point. The 3500P requires a recharge after the
disposal of approximately 100 to 250 needles.

The 2501 home model is somewhat smaller but has the same characteristics as the
3500P. The 2501 requires a recharge after the disposal of approximately 100 to
150 needles.

The Company has sufficient working capital to sustain current minimum operations
through April 2002, and it anticipates that it will have to raise substantial
additional funds to continue as a going concern. The Company anticipates that it
will require an additional $1.5 million in order to fund the business plan of
SETI as well as fund its operations over the next twelve (12) months. The
Company is seeking to raise capital through either a private debt or equity
offering. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

The Company's only business operation will be that of its recently acquired
wholly-owned subsidiary, SETI, and SETI has not generated any material revenues
to date and there can be no assurance that the Company or SETI will generate any
material revenues in the future. See "Risk Factors."



<PAGE>


Employees

As of December 31, 2001, the Company had no full time employees and one part
time consultant.

Risk Factors

The Company is subject to certain risks related to its current business
situation. These risks also could cause actual results to differ materially from
results projected in any forward-looking statement in this Annual Report.

Lack of Business Operations

The Company had operations from January 1999 through January 2000, and again
between July 2001 through December 2001. The Company contingently acquired an
operating business entity on March 25, 2002 that is in the used medical needle
disposal market. The acquired company, however, has no historical operating
history in this industry upon which an evaluation of its business and prospects
can be based. As a result, in view of the rapidly evolving nature of the
Company's acquisition of SETI, the Company believes that period-to-period
comparisons of financial results are not necessarily meaningful and should not
be relied upon as an indication of future performance.

History of Losses

The Company has not achieved profitability and expects to continue to incur
operating losses for the foreseeable future. The Company incurred net losses of
$2,054,795, $2,711,583 and $319,282 for the respective years ended December 31,
2001, 2000 and 1999. The Company has never been profitable and there can be no
assurance that, in the future, the Company will be profitable on a quarterly or
annual basis. In addition, the Company's acquisition of SETI, will cause its
operating expenses to increase significantly.

Need for Additional Financing

The Company can satisfy its current cash requirements through April 2002 at
current minimum levels. Accordingly, the Company must raise substantial
additional funds to continue as a going concern. There is no assurance that the
Company will be able to secure financing or that such financing will be obtained
on terms favorable to the Company. Failure to obtain adequate financing raises
substantial doubt as to the Company's ability to continue as a going concern.

Uncertainty as to Ability to Continue as Going Concern

The Company has accumulated losses of $5,124,137 to December 31, 2001, and will
require additional working capital to sustain current operations. Accordingly,
the Company's independent certified public accountants issued an opinion
containing an expression of substantial doubt about the Company's ability to
continue as a going concern in connection with the Company's audit of the
financial statements for the year ended December 31, 2001 contained elsewhere in
this Annual Report.

The  Company  is  Subject  to Risks  as it Makes  Acquisitions  and  Engages  in
Strategic Alliance

As part of its business strategy, the Company may acquire, make investments in,
and enter into strategic alliances with as yet unidentified operating companies.
Any such future acquisitions, investments or strategic alliances would involve
risks, such as incorrect assessment of the value, strengths and weaknesses of
acquisition and investment opportunities; underestimating the difficulty of


<PAGE>

integrating the operations and personnel of newly acquired companies; the
potential disruption of any ongoing business, including possible diversions of
resources and management time; and the threat of impairing relationships with
employees and customers as a result of changes in management or ownership.

There can be no assurance that the Company will be able to successfully overcome
these risks. Moreover, the Company cannot be certain that any desired
acquisition, investment or strategic alliance can be made in a timely manner, on
terms and conditions acceptable to the Company or that the Company will be
successful in identifying attractive acquisition candidates. The Company expects
that competition for such acquisitions may be significant. The Company may
compete with others who have similar acquisition strategies, many of whom may be
larger and have greater financial and other resources than the Company.

The Company Depends upon Key Personnel

The Company's future operating results are substantially dependent on the
service and performance of its senior personnel. The Company intends to hire
additional executives as a result of the recent departure of many of the
Company's officers and the Company's recent contingent acquisition of SETI. See
"Note Regarding Forward-Looking Statements." Competition for such personnel is
intense, and there can be no assurance that the Company can retain its key
employees or that it will be able to attract or retain highly-qualified
technical and managerial personnel in the future. The loss of the services of
additional senior management of the Company or other key employees or the
inability to attract and retain the necessary technical or managerial personnel
could have a material adverse effect upon the Company's business, financial
condition, operating results and cash flows. The Company does not currently
maintain "key man" insurance for any senior management or other key employees.

Directors and Officers are Involved in Other Projects

Some of the officers and directors of the Company serve as directors, officers
and/or employees of companies other than the Company. While the Company believes
that such officers and directors devote adequate time to effectively manage the
Company, there can be no assurance that such other positions will not negatively
impact an officer's or director's duties for the Company.

The Recent Contingent Acquisition of SETI involved a Significant Issuance of the
Company's Capital Stock that will result in a Substantial Decrease in the
Percentage Ownership Interest Held by the Company's Current Stockholders upon
SETI Meeting Certain Earnout Conditions Imposed by the Stock Purchase Agreement

Stockholders of the Company will suffer a substantial decrease in their
percentage ownership interest in the Company as a result of the issuance of
additional shares of common stock of the Company pursuant to the acquisition of
SETI announced on March 25, 2002. This anticipated decrease in the percentage of
ownership interest held by the Company's current stockholders will result in a
reduction in their proportional voting power in matters submitted to a vote of
the Company's stockholders.

The Company may face Claims or Litigation from Creditors of GrowthExperts due to
the bankruptcy of GrowthExperts

The Company may face claims or litigation in the future from creditors of
GrowthExperts seeking payment of past obligations or return of rewards from
assets or interests of GrowthExperts in ASPi. The Company believes that if any
such claim is made or legal action is taken, the Company will be able to defend
itself successfully. If the ultimate outcome of any such claim or litigation is



<PAGE>

unfavorable to the Company, it could have an adverse effect on the Company's
business, financial position, results of operations and cash flows. The Company
intends to vigorously defend any such claim or legal action.

The SETI Acquisition is contingent on Earnout Restrictions

The Company's acquisition of SETI on March 25, 2002, is subject to earnout
restrictions. If the earnout restrictions are not satisfied, the 15,800,000
shares of common stock issued by the Company to the former SETI shareholders
will be returned to the Company and all the shares of SETI received by the
Company in this transaction will be returned to the former SETI shareholders.

Possibility of Changes in Regulatory Approvals

The manufacturing and marketing of SETI's products is subject to extensive
regulation by numerous governmental authorities in the United States and in
other countries, including, but not limited to, the Food and Drug Administration
("FDA").

Both before and after approval is obtained for the sale of a medical device, a
product and its manufacturer are subject to comprehensive regulatory oversight.
Violations of regulatory requirements at any stage, (including after approval),
may result in adverse consequences, including the FDA's delay in approving or
refusal to approve a product, withdrawal of an approved product from the market,
and/or the imposition of criminal penalties against the manufacturer. In
addition, later discovery of previously unknown problems relating to a marketed
product may result in restrictions on such product or manufacturer including
withdrawal of the product from the market. Also, new government requirements may
be established that could delay or prevent regulatory approval of SETI's systems
under development. Additional data may be requested by the regulatory agency to
demonstrate the contribution of a product component to the clinical safety and
efficacy of a product, or to confirm the comparable performance of materials
produced by a changed manufacturing process or at a changed manufacturing site.

Item 2.  Properties

As of December 31, 2001, the Company had no leased property, as its previous
leases had been transferred to the bankruptcy trustee.

Item 3.  Legal Proceedings

The Company is not a party to, and none of the Company's property is subject to,
any pending or threatened legal proceeding.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 2001.

                                     PART II

Item 5.  Market for Registrant's Common Equity And Related Shareholder Matters

                           PRICE RANGE OF COMMON STOCK

The Company's common stock was trading on the NASD Over-The-Counter Bulletin
Board Market (the "OTCBB") in 2000 under the symbol "SSLK." After the Company
changed its name from Shopping Sherlock, Inc. to ASPi Europe, Inc., the Company
began trading on the OTCBB on May 12, 2000 under the symbol "ASPQ." In addition,



<PAGE>

on March 6, 2000, the Company's common stock began trading on the Berlin Stock
Exchange. The following is a summary of high and low closing prices, on a
calendar quarter basis, in the Company's common stock on the OTCBB during 2001
and 2000:

                          The NASD OTC Bulletin Board

      --------------------------------------------------------
       Quarter Presented        High               Low
      --------------------------------------------------------
      1st Quarter -- 2001       $3.19             $1.06
      --------------------------------------------------------
      2nd Quarter -- 2001       $3.70             $2.00
      --------------------------------------------------------
      3rd Quarter -- 2001       $3.00             $0.61
      --------------------------------------------------------
      4th Quarter -- 2001       $2.33             $0.57
      --------------------------------------------------------


      --------------------------------------------------------
       Quarter Presented        High               Low
      --------------------------------------------------------
      1st Quarter -- 2000      $31.88             $3.00
      --------------------------------------------------------
      2nd Quarter -- 2000      $23.25             $6.00
      --------------------------------------------------------
      3rd Quarter -- 2000      $10.19             $1.50
      --------------------------------------------------------
      4th Quarter -- 2000       $3.94             $1.00
      --------------------------------------------------------

The prices reflected represent interdealer prices, without retail mark-up, mark
down or commissions, and may not necessarily represent actual transactions.

Other than described above, the Company's shares are not and have not been
listed or quoted on any other exchange or quotation system. As of April 9, 2002,
the Company had approximately 36 stockholders of record (including nominees and
brokers holding street accounts) of the Company's common stock.

The Company has never paid dividends on its shares. The Company currently
intends to retain earnings for use in its business and does not anticipate
paying any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

On  October  7,  2001,  the former  GrowthExperts  shareholders  were  issued an
additional  750,000  Exchangeable  Shares in GrowthExperts  due to the Company's
failure in raising an additional  $750,000 within 90 days of the closing date of
the Amalgamation Agreement. At a special meeting of GrowthExperts'  Exchangeable
Shareholders  held on January 22, 2002, the Exchangeable  Shareholders  voted in
favor  of  amending  certain  exchange  and  voting  rights  attached  to  their
Exchangeable Shares, including the 750,000 Exchangeable Shares issued on October
7,  2001,  such that the  exchangeable  shaes were no longer  exchangeable  into
common shares of the Company and carried no voting rights.








<PAGE>





Item 6.  Selected Financial Data

                             SELECTED FINANCIAL DATA

The following selected financial data of the Company is qualified in its
entirety by reference to and should be read in conjunction with the Company's
financial statements and the notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this Annual Report. The statement of operations data for the fiscal years
ended December 31, 2001, 2000, and 1999 and the balance sheets data at December
31, 2001 and 2000 presented below are derived from, and are qualified by
reference to, the Company's financial statements, which appear elsewhere in this
Annual Report.

                                           Year ended December  31, (1)
                             ---------------------------------------------------
                                2001        2000        1999      1998      1997
                                                           (2)
                              -------------------------- -------- --------------
Statement of Operations
Data:
 Net loss from continuing     $(1,007,18) $       --   $   --   $   --   $   --
 operations..........
 Net loss from
 discontinued operations      (1,047,613) (2,711,583)(319,282)  (1,023)      --

 Net loss for the period      (2,054,795) (2,711,583)(319,282)  (1,023)      --

 Loss per share of common
  stock..............         $    (0.16)$     (0.48)$  (0.08) $ (0.00) $ (0.00)

 Weighted average shares
  outstanding (3)....          12,821,857  5,669,257 3,900,958 1,857,375     --
                              --------------------------------------------------


                       ---------------------------------------------------------
                         2001         2000        1999        1998       1997
                       ---------------------------------------------------------
 Balance Sheet
 Data:
 Cash and cash         $  271        $2,437     $85,306    $   --        $  --
 equivalents.......
 Working capital
   (deficiency)....  (580,837)     (865,205)     (1,937)   (1,017)          --

 Total assets......       271     1,987,613     129,671        --           --

 Non-current               --     1,051,345          --        --           --
 liabilities.......
 Stockholders'      $(580,837)    $(414,233)  $  (1,937)  $(1,017)      $   --
 deficit...........
                      ----------------------------------------------------------


(1)   On July 9, 2001, the Company and GrowthExperts closed the Amalgamation
      Agreement and GrowthExperts became a wholly-owned subsidiary of the
      Company. The acquisition of GrowthExperts was treated as a reverse
      acquisition whereby ASPi was acquired by GrowthExperts, with the balance
      sheets being combined using each company's historical cost basis and the
      results of operations including that of both companies from the date of
      acquisition, July 9, 2001, forward. The resulting financial statements of
      the Company, included the selected financial data, substantially report
      the historical results of operations of GrowthExperts while ASPi's results
      of operations are only reported from the date of acquisition, July 9,
      2001, through to December 31, 2001.

(2)   GrowthExperts was incorporated in Alberta, Canada on June 18, 1998 and
      incurred expenses of $1,023 during the initial incorporation.

(3)   Includes 10,500,000 Exchangeable Shares issued to the former GrowthExperts
      shareholders in connection with the Amalgamation Agreement and on January
      22, 2002, were cancelled.



<PAGE>


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

Overview

ASPi Europe, Inc. (the "Company" or "ASPi") was incorporated in Florida on
August 17, 1984. On December 19, 2000, Articles of Merger were filed with the
Florida Secretary of State and a Certificate of Merger was filed with the
Delaware Secretary of State, which formally resulted in the redomicile of the
Company to the State of Delaware.

On April 30, 2001, the Company announced that it entered into a letter of intent
to acquire all of the issued and outstanding equity securities of GrowthExperts
Group Inc. ("GrowthExperts"). On June 11, 2001, the Company and GrowthExperts
executed an Amalgamation and Re-Organization Agreement (the "Amalgamation
Agreement") for the Company to acquire all of the issued and outstanding equity
securities of GrowthExperts in exchange for 9,750,000 shares of common stock of
the Company and the assumption of all options to purchase equity securities of
GrowthExperts. On June 29, 2001, the Company and GrowthExperts agreed to amend
certain terms of the Amalgamation Agreement including, but not limited to, the
requirement that the Company complete a private placement of at least $1.5
million prior to the closing date of the Amalgamation Agreement (the "Closing
Date"), and instead the parties agreed that the Company must raise, in addition
to the $425,500 raised by the Company as of the Closing Date, an additional
$750,000 in gross proceeds within 90 days of the Closing Date. If the Company
failed to raise at least $750,000 in gross proceeds within 90 days of Closing
Date, the Company would be subject to certain penalties, which included the
obligation to issue up to an additional 750,000 shares of the Company's common
stock to the former holders of GrowthExperts' common stock.

On July 9, 2001, the Company and GrowthExperts closed the Amalgamation Agreement
and GrowthExperts became a wholly-owned subsidiary of the Company. The former
GrowthExperts shareholders received exchangeable shares (the "Exchangeable
Shares") in GrowthExperts for each of their GrowthExperts common shares. The
Exchangeable Shares were exchangeable at any time, at the holder's option, for
shares of the Company's common stock on a one-for-one basis. Upon the exchange
of all of the issued and outstanding Exchangeable Shares, the Company will have
issued an aggregate of 9,750,000 shares, or approximately 51% of the Company's
then outstanding common stock, to the former GrowthExperts shareholders. The
acquisition of GrowthExperts was treated as a reverse acquisition, for financial
statement purposes, whereby ASPi was acquired by GrowthExperts, with the balance
sheets being combined using each company's historical cost basis and the results
of operations including that of both companies from the date of acquisition,
July 9, 2001, forward. The resulting financial statements of the Company,
included elsewhere in this Annual Report, substantially report the historical
results of operations of GrowthExperts while ASPi's results of operations are
only reported from the date of acquisition, July 9, 2001, through to December
31, 2001.

On October 7, 2001, the former GrowthExperts shareholders were issued an
additional 750,000 Exchangeable Shares in GrowthExperts due to the Company's
failure in raising an additional $750,000 within 90 days of the Closing Date of
the Amalgamation Agreement.

GrowthExperts was incorporated in Alberta, Canada on June 12, 1998 and was a
provider of outsourced sales and customer relationship management, or CRM,
services, offering clients multiple customer interaction solutions that more
effectively managed the relationships between clients and their customers.

On December 5, 2001, due to GrowthExperts' lack of working capital and failure
to meet current minimum obligations, GrowthExperts filed an assignment into



<PAGE>

bankruptcy under Canada's Bankruptcy and Insolvency Act. MacKay & Company Ltd.
was named as the trustee in the bankruptcy proceedings and took immediate
possession of GrowthExperts' assets and closed all of GrowthExperts' offices.

At a special meeting of GrowthExperts' Exchangeable Shareholders held on January
22, 2002, the Exchangeable Shareholders voted in favor of amending certain
exchange and voting rights attached to their Exchangeable Shares such that the
10,500,000 Exchangeable Shares issued were no longer exchangeable into common
shares of the Company and carried no voting rights.

On February 11, 2002, the Company announced that it entered into a letter of
intent to acquire all of the issued and outstanding equity securities of SETI.
Under the terms of the letter of intent, the Company would acquire all of SETI's
outstanding securities in exchange for 15,800,000 shares of common stock of the
Company. As part of the letter of intent, the Company can issue up to 580,000
shares of its common stock to extinguish all or part of the $580,000 of debt
outstanding as at December 31, 2001.

On March 22, 2002,  Kelly Fielder was appointed the Chief Executive  Officer and
sole Director of the Company.  Mr. Fielder is also the Chief  Executive  Officer
and Director of SETI.

On March 25, 2002, the Company and SETI executed and closed a Stock Purchase
Agreement to contingently acquire all of the issued and outstanding equity
securities of SETI in exchange for 15,800,000 contingent shares of common stock
of the Company and SETI became a wholly-owned subsidiary of the Company. In
conjunction with the closing, senior executives of SETI will be appointed to
similar senior positions in the Company. The issuance of the 15,800,000
contingent shares of common stock of the Company to the former SETI shareholders
represents approximately 65% of the Company's then outstanding common stock. The
acquisition of SETI will be treated as a reverse acquisition, for financial
statement purposes, whereby ASPi was acquired by SETI, with the balance sheets
being combined using each company's historical cost basis and the results of
operations including that of both companies from the date of acquisition, March
25, 2002, forward.

In addition, the contingent shares of common stock issued to SETI's former
shareholders in accordance with the closing are subject to earnout conditions
imposed mutually by the Company and the former shareholders of SETI. The
15,800,000 contingent shares of common stock shall be placed with an escrow
agent and shall be released if, amongst other conditions, SETI sells at least
6,000 Model 3500P devices by the first anniversary of the closing date of the
Stock Purchase Agreement. Should SETI not meet the conditions to release the
15,800,000 contingent shares of common stock of the Company, the 15,800,000
contingent shares of common stock will be returned to the Company for
cancellation and all the shares of SETI received by the Company as a result of
the Stock Purchase Agreement will be returned to the former SETI shareholders.

SETI is a Delaware corporation based in Oxford, Mississippi that is focused on
the prevention of needlestick injuries through the use of its exclusive license
to develop, manufacture and sell the Needle-Ease(TM) device. The patented
Needle-Ease(TM) device provides both the health care professional and the
personal user with a safe, convenient, environmentally friendly and
cost-effective method for the elimination of used needles.

The danger of needlestick injuries lies in the transfer of bloodborne pathogens,
including Hepatitis B, Hepatitis C, and HIV. As a result, people accidentally
being stuck with a needle are potentially exposed to these serious and fatal
infections. The Needlestick Safety and Prevention Act, passed unanimously by
Congress and signed into law on November 6, 2000, recognizes the importance and
urgency of dealing with needlestick injuries.


<PAGE>


The Needle-Ease(TM) device is a portable battery-operated incineration system
that uses an electric current to disintegrate needles. The resultant temperature
of 5,432(degree)F (3,000(degree)C) reduces the steel needle to ashes in a matter
of seconds. This ash is free of contamination and the needle is eliminated from
the waste stream. The Needle-Ease(TM) device has been approved by the Food and
Drug Administration (FDA) pre-market approval process as a modified needle
destruction device.

The Company anticipates that it will require an additional $1.5 million in order
to make capital expenditures and fund operations over the next twelve months.
The Company is seeking to raise the funds through either a private debt or
equity offering. The Company currently has sufficient working capital to support
its current minimum operations through April 2002. Substantial doubt exists
regarding the Company's ability to continue as a going concern.

There can be no assurance, however, that such financing will be available to the
Company or, if it is, that it will be available on terms acceptable to the
Company. The Company has not generated positive cashflow to date and there can
be no assurances that the Company will generate any material cashflow in the
future. If the Company is unable to obtain the financing necessary to support
its operations, it may be unable to continue as a going concern.

Results of Operations

The Company's reported financial condition and earnings as of and for the year
ended December 31, 2001, includes all amounts for GrowthExperts for the full
year ended together with the earnings of ASPi after July 9, 2001, the date on
which the Company completed the acquisition of GrowthExperts. The Company's
reported financial condition and results of operations for the comparative year
ended December 31, 2000 are the amounts of GrowthExperts.

For the Year Ended  December  31, 2001  Compared to the Year Ended  December 31,
2000

Net Loss From Discontinued Operations. The Company ceased all of its business
operations on December 5, 2001 when GrowthExperts filed an assignment into
bankruptcy and, as a result, has combined all operating revenues and expenses
related to the previous business under discontinued operations. The Company
incurred a net loss from discontinued operations of $1,047,613 for the year
ended December 31, 2001, compared with a net loss from discontinued operations
of $2,711,583 for the year ended December 31, 2000.

The amounts included in net loss from discontinued operations include a gain on
the involuntary disposal of the net liabilities of GrowthExperts of $3,796,628
for the year ended December 31, 2001, compared with no gain on the disposal of
assets for the year ended December 31, 2000. The Company generated $3,409,926 in
revenue from discontinued operations for the year ended December 31, 2001,
compared with revenues from discontinued operations of $3,155,679 for the year
ended December 31, 2000. The Company incurred $3,798,094 related to the cost of
services incurred from discontinued operations for the year ended December 31,
2001, compared with $2,865,190 for the year ended December 31, 2000. The Company
incurred $2,345,466 for selling, general and administrative expenses from
discontinued operations for the year ended December 31, 2001, compared with
$2,761,090 for the year ended December 31, 2000. Depreciation expense from
discontinued operations amounted to $300,063 for the year ended December 31,
2001, compared with $191,989 for the year ended December 31, 2000. Net interest
expense from discontinued operations was $61,555 for the year ended December 31,
2001, compared with $48,993 for the year ended December 31, 2000.

Cost of services from discontinued operations consist primarily of expenses
incurred for the delivery of GrowthExperts' customer relationship management
services, including employee compensation and the cost of telecommunications.


<PAGE>

The significant costs were payroll expenses of $2,513,570 for the year ended
December 31, 2001, compared with $1,912,746 for the year ended December 31,
2000, and telecommunication expenses of $874,280 for the year ended December 31,
2001, compared with $914,806 for the year ended December 31, 2000.

Selling, general and administrative expenses from discontinued operations
consist of management compensation, rent for the facilities, professional
services, and travel. Payroll expenses relating to management and administrative
personnel were $1,689,938 for the year ended December 31, 2001, compared with
$2,384,309 for the year ended December 31, 2000. The decrease in compensation
expenses was due to the decrease in non-cash compensation charges, which
decreased to $1,455,035 for the grant of options to directors, officers and
employees during the year ended December 31, 2001 from $2,126,005 for the year
ended December 31, 2000. General and administrative expenses from discontinued
operations amounted to $234,284 for the year ended December 31, 2001, compared
with $169,866 for the year ended December 31, 2000. The Company recorded
provisions for uncollectible accounts of $159,216 for the year ended December
31, 2001, compared with $96,629 for the year ended December 31, 2000.
Professional fees were $60,977 for the year ended December 31, 2001, compared
with $28,056 for the year ended December 31, 2000. There was $116,515 in travel
and accommodation expenses for the year ended December 31, 2001, compared with
$73,516 for the year ended December 31, 2000.

General and Administrative Expenses From Continuing Operations. General and
administrative expenses from continuing operations consists of provisions for
uncollectible advances to GrowthExperts, management compensation, professional
fees, telephone expense and other general corporate expenses. General and
administrative expenses from continuing operations were $1,007,182 for the year
ended December 31, 2001, compared with no general and administrative expenses
from continuing operations for the year ended December 31, 2000. This increase
in general and administrative activity from continuing operations reflects the
operations of the parent company, ASPi, which was not a related company with
GrowthExperts during the comparative period. The Company wrote-off $536,973 in
advances made to GrowthExperts during the year ended December 31, 2001, compared
with no such write-offs for the year ended December 31, 2000. The Company
wrote-off the advances because GrowthExperts filed an assignment into bankruptcy
on December 5, 2001 and the Company believes it will be unable to collect on any
past advances. Professional fees were $71,039 for the year ended December 31,
2001, compared with no professional fees for the year ended December 31, 2000.
The professional fees relate to the costs associated with the Company's periodic
reporting obligations. Management fees were $40,500 for the year ended December
31, 2001, compared with no management fees for the year ended December 31, 2000.
Non-cash stock-based compensation costs were $223,350 for the year ended
December 31, 2001, compared with no non-cash stock-based compensation costs for
the year ended December 31, 2000. The non-cash stock-based compensation cost is
due to the grant of options to management of the Company during the third
quarter of 2001. The charge represents the difference between the reported fair
market value of the Company's common stock as reported on the OTCBB on the date
of grant and the exercise price of the option. This compensation cost is
presented as an addition to additional paid-in capital.

Interest, net. Net interest costs from continuing operations were $125,607 for
the year ended December 31, 2001, including $112,560 relating to the issuance of
warrants in conjunction with the conversion of a convertible note payable to
equity during the period. This compares with no interest costs from continuing
operations for the year ended December 31, 2000.


<PAGE>


Liquidity and Capital Resources

As of December 31, 2001, the Company's consolidated cash position was $271, and
the consolidated working capital deficit was $580,837, compared with a
consolidated cash position of $2,437 and a consolidated working capital deficit
of $865,205 as of December 31, 2000.

Since inception, the Company has financed its operations from capital
contributions from shareholders and the issuance of subordinated convertible
notes or promissory notes. During the year ended December 31, 2001, the Company
received gross proceeds of $358,000 from the sale of common stock, $150,000 from
the preacquisition advances to GrowthExperts from ASPi and $87,000 from the
issuance of promissory notes. This compares with the receipt of gross proceeds
of $184,449 from the sale of common stock for the year ended December 31, 2000.
The Company currently has sufficient working capital to support its current
minimum operations through April 2002.

The Company incurred net capital expenditures of $98,125 for the year ended
December 31, 2001, compared with no capital expenditures for the year ended
December 31, 2000. These expenditures were primarily for communication equipment
associated with the Company's discontinued operations. The Company purchased
furniture and equipment in the amount of $140,617 under existing equipment
financing agreements during the year ended December 31, 2001, compared with
purchases of $1,807,127 for the year ended December 31, 2000. The purchase of
furniture and equipment under financing agreements is a non-cash transaction and
is reflected as an increase in equipment financing payable.

Net cash used in operating activities was $222,282 for the year ended December
31, 2001, including a net loss of $2,054,795 and an increase in payables of
$1,343,749. This compares with net cash provided by operating activities of
$3,223 for the year ended December 31, 2000, including a net loss of $2,711,583
and an increase in payables of $639,547. For the year ended December 31, 2001,
the Company recorded non-cash expenses of $1,656,035 relating to the issuance of
stock options to employees and non-employee consultants, a charge of $1,748,878
for the write down of assets, a provision for uncollectible accounts and
advances of $696,189, a charge of $112,560 for the issuance of warrants on the
conversion of a previously issued convertible note payable, and a gain on the
involuntary disposal of assets of $3,796,628 as a result of GrowthExperts filing
an assignment into bankruptcy. This compares with non-cash transactions of
$2,126,005 relating to the issuance of stock options to employees and
non-employee consultants and bad debt expenses of $121,452 for the year ended
December 31, 2000. The Company plans to increase its operating expenditures for
SETI in the future in order to expand its operations if adequate funds can be
obtained.

The Company was in default for principal and interest payments on the $125,000
convertible note payable and $137,000 in loans payable as of December 31, 2001.
Subsequent to the year ended December 31, 2001, the $125,000 convertible note
payable together with accrued interest of $24,385, was converted into 149,385
shares of the Company's common stock and $87,000 of the loans payable, together
with accrued interest of $5,058, was converted into 92,058 shares of the
Company's common stock. The Company intends to pay the balance of the $50,000
loan payable in arrears if it obtains further funding.

The Company anticipates that it will require an additional $1.5 million in order
to make capital expenditures and fund SETI's operations of the Company over the
next twelve months, including the production of SETI's products. There can be no
assurance, however, that such financing will be available to the Company or, if
it is, that it will be available on terms acceptable to the Company and will be
sufficient to fund cash needs until the Company reaches profitable operations
and positive cashflows. If the Company is unable to obtain the financing
necessary to support its operations, it may be unable to continue as a going
concern. The Company currently has no commitments for any credit facilities such


<PAGE>

as revolving credit agreements or lines of credit that could provide additional
working capital and substantial doubt exists regarding the Company's ability to
continue as a going concern.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") approved for
issuance Statements of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations. This standard eliminates the pooling method of accounting for
business combinations initiated after June 30, 2001. In addition, SFAS 141
addresses the accounting for intangible assets and goodwill acquired in a
business combination. This portion of SFAS 141 is effective for business
combinations completed after June 30, 2001. The Company does not expect SFAS 141
to have a material effect on the Company's financial position or results of
operations.

In June 2001, the FASB approved for issuance SFAS 142, Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and intangible
assets. Under SFAS 142, goodwill and intangible assets with indefinite lives
will no longer be amortized, but will be tested for impairment annually and also
in the event of an impairment indicator. SFAS 142 is effective for the fiscal
years beginning after December 15, 2001, with early adoption permitted for
companies with fiscal years beginning after March 15, 2001 if their first
quarter financial statements have not been previously issued. The Company does
not expect SFAS 142 to have a material effect on the Company's financial
position or results of operations.

In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, which is effective for fiscal years beginning after June 15, 2002.
SFAS 143 addresses the financial accounting and reporting obligations and
retirement costs related to the retirement of tangible long-lived assets. The
Company does not expect that the adoption of SFAS 143 will have a significant
impact on its financial position and results of operations.

In August 2001, the FASB issued SFAS 144, Accounting for the Impairment of
Disposal of Long-Lived Assets, which is effective for the fiscal years beginning
after December 15, 2001. SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and
the accounting and reporting provisions relating to the disposal of a segment of
a business of Accounting Principles Board Opinion No. 30. The Company does not
expect that the adoption of SFAS 144 will have a significant impact on its
financial position and results of operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Company believes that it does not have any material exposure to interest or
commodity risks. The Company does not own any derivative instruments, does not
engage in any hedging transactions and does not have any outstanding long-term
debt.

Item 8.  Financial Statements and Supplementary Data

Reference is made to the financial statements listed under the heading
"Financial Statements" of Item 14 herein, which financial statements are
incorporated herein by reference in response to this Item 8.

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

None.


<PAGE>


                                    PART III

Item 10.  Directors and Officers of the Registrant

The following table sets forth certain information, as of April 9, 2002,
concerning the Company's executive officers, directors and key employees of the
Company:

Name                   Age       Position with the Company

Kelly Fielder           32       President, Chief Executive
                                 Officer, Chief Financial Officer,
                                 Secretary, Treasurer, Chairman and
                                 a Director


Kelly Fielder has been an officer and director of SETI since its inception and
has served as the President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and director of the Company since March 22, 2002. Mr.
Fielder is also the President of IRG Services Ltd. ("IRG"), an investor
relations firm based in Vancouver, British Columbia which he formed in 1996. IRG
provides corporate finance services to publicly listed companies in North
America. Between 1997 and July 1998 Mr. Fielder was Vice President of
Development of Millenium Medical Supply, Inc. Throughout 1995 and part of 1996
Mr. Fielder was employed by publicly listed International Hi-Tech Industries
Inc. where he provided corporate financial services.

The following provides certain information concerning the dates of service of
the former and present management of the Company during 2001 and 2002.

Name                    Position                               Period of Service

Kelly Fielder          Chief Executive Officer, President,        Since 3/02
                       Chief Financial Officer, Secretary,
                       Treasurer and  Director

Greg Kular             Chief Operating Officer                   7/01 to 4/02

Michelle Braun         Vice President of Marketing               7/01 to 4/02

Patrick McGrath        Chief Financial Officer                   4/99 to 7/01
                                                                12/01 to 3/02
                       Secretary                                 4/99 to 3/02
                       Treasurer                                 3/00 to 3/02
                       Director                                  9/00 to 3/02

Mitchell Eggers        Vice President of Business Development    7/01 to 2/02
                       and Director

Bruce Francom          Chief Technology Officer                  7/01 to 2/02

Alan Stier             Director                                 11/01 to 1/02

Scott Dow              Director of Business Development,          7/01 to1/02
                       Chairman and Director



<PAGE>



F. Thomas Winters III  Chief Executive Officer, President and     7/01 to1/02
                       Director

Patrick Hanna          Chief Financial Officer                  7/01 to 12/01

Damon Poole            Chief Executive Officer, President        6/00 to 7/01
                       Director                                  6/00 to 9/01

Raeanne Steele         Vice president of Sales and Marketing    1/99 to 11/00
                       Director                                  6/99 to 7/01

Each director of the Company is elected at our annual meeting of stockholders
and serves until his or her successor is duly elected and qualified, unless his
or her office is earlier vacated in accordance with the Bylaws of the Company.
The executives are appointed by the board of directors and serve in office until
his or her successor is duly elected and qualified or until his or her earlier
resignation or removal.

None of the Company's directors or executive officers are parties to any
arrangement or understanding with any other person pursuant to which said
individual was elected as a director or officer of the Company. No director or
executive officer of the Company has any family relationship with any other
officer or director of the Company.

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent (10%) of a registered class of the Company's securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Officers, directors, and greater-than-ten percent (10%)
stockholders are required by Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such reports received by the
Company, and on written representations by the Company's officers and directors
regarding their compliance with the applicable reporting requirements under
Section 16(a) of the Exchange Act, the Company believes that, with respect to
its fiscal year ended December 31, 2001, certain of the Company's directors and
officers and all of the persons known to the Company to own more than ten
percent (10%) of the Company's common stock, filed, on a timely basis, the
required beneficial ownership reports with the Securities and Exchange
Commission.

Subsequent to the fiscal year ended December 31, 2001, statements of changes in
beneficial ownership on Form 4 were not filed, on a timely basis, in connection
with the termination of the exchange rights of the 10,500,000 Exchangeable
Shares agreed upon on January 22, 2002 by Scott Dow, F. Thomas Winters III,
Patrick Hanna, Greg Kular, Michelle Braun, and Bruce Francom, who were obligated
to file on Form 4 on one occasion in connection with such agreed upon
reductions.

Board Committees

In July 1999, the board of directors established an Audit Committee, which
currently is its only standing board committee. The Audit Committee, which was
composed of Jasbir Dhaliwal and Philip Garratt, did not meet during the fiscal
year ended December 31, 2000. Due to Mr. Garratt's resignation in June 2000 and
Mr. Dhaliwal's resignation in September 2000, no directors are currently
appointed to the Audit Committee. The Audit Committee needs a minimum of two (2)
directors in order to function. Until two (2) directors are appointed to the
Audit Committee to fill these vacancies, all functions previously handled by the
Audit Committee are being handled by the full board of directors.



<PAGE>

The board of directors has not adopted a written charter for the Audit
Committee, however, its responsibilities generally include recommending
independent accountants to the Company to audit the Company's financial
statements, discussing the scope and results of the audit with the independent
accountants, reviewing the Company's interim and year-end operating results with
the Company's executive officers and the Company's independent accountants,
considering the adequacy of the internal accounting controls, considering the
audit procedures of the Company and reviewing the non-audit services to be
performed by the independent accountants. The Company anticipates that two (2)
directors will be appointed to fill the vacancies on the Audit Committee in
2002.

Item 11.  Executive Compensation

The following table sets forth the compensation paid to the Company's current
and previous Chief Executive Officer for the years ended December 31, 2001 and
December 31, 2000.

                           Summary Compensation Table
                                                              Long-Term
                                                            Compensation
                                    Annual Compensation       Securities
Name and Principal Position        Salary    Bonus        Underlying Options

F. Thomas Winters III (1)    2001   90,000      -                   -
President, Chief             2000   15,000      -             300,000
Executive Officer, and a
director

Damon Poole (2)              2001     -         -                   -

President, Chief             2000     -         -                   -
Executive Officer,
Chairman and a director
------------

(1) Mr.  Winters was appointed  Chief  Executive  Officer of the Company in July
2001 and resigned in January 2002. Mr. Winters became Chief Executive Officer of
GrowthExperts in November 2000 and the annual compensation  figures are for fees
paid directly by GrowthExperts.

(2) Mr. Poole was appointed Chief Executive Officer in June 2000 and resigned in
July 2001. Upon Mr. Poole's appointment as Chief Executive Officer, he agreed to
serve in such capacity without receiving any compensation from the Company.

Option Grants in Last Fiscal Year

     The following table sets forth certain information regarding stock option
grants to the Company's current and previous Chief Executive Officer during the
year ended December 31, 2001. The potential realizable value is calculated based
on the assumption that the common stock appreciates at the annual rate shown,
compounded annually, from the date of grant until the expiration of its term.
These numbers are calculated based on Securities and Exchange Commission
requirements and do not reflect the Company's projection or estimate of future
stock price growth. Potential realizable values are computed by:

o    multiplying  the number of shares of common stock subject to a given option
     by the exercise price;




<PAGE>

o    assuming  that the  aggregate  stock value  derived  from that  calculation
     compounds at the annual five  percent (5%) or ten percent  (10%) rate shown
     in the table for the entire ten (10) year term of the option; and

o    subtracting from that result the aggregate option exercise price.

                              Option Grants in 2001

                                Individual Grants
                    -------------------------------------------------

<TABLE>
<S>                      <C>           <C>       <C>         <C>            <C>

                                                                        Potential
                                    Percent of                          Realizable
                       Number of      Total                          Value at Assumed
                      Securities     Options    Exercise             Annual Rates of
                      Underlying    Granted to    Price   Expiration   Stock Price
                       Options      Employees   (per         Date      Appreciation
                       Granted      in Fiscal    share)              for Option Term
                                      Year
Name                                                                     5%       10%
----                                                                 ----------------

F. Thomas Winters         -             -           -         -         -        -
III

Damon Poole               -             -           -         -         -        -

</TABLE>




Option Exercises and Fiscal Year-End Values

The following table sets forth for each of the Company's current and previous
Chief Executive Officer the number of shares acquired upon exercise of stock
options during the year ended December 31, 2001 and the number of shares subject
to exercisable and unexercisable stock options held at December 31, 2001.

                       Aggregated Option Exercises in 2001
                           and Year-End Option Values

<TABLE>
<S>                   <C>         <C>          <C>           <C>           <C>              <C>

                                                   Number of
                                             Securities Underlying
                                              Unexercised Options           Value of Unexercised
                     Shares                           at                    In-the-Money Options at
                    Acquired                   December 31, 2001            December 31, 2001(1)
                       on      Value
Name                Exercise  Realized     Exercisable  Unexercisable    Exercisable     Unexercisable

F. Thomas Winters       -     $      -       300,000              -         $              $    -
III                                                           84,000
Damon Poole             -     $      -             -               -        $    -         $    -

</TABLE>


(1) The value of unexercised in-the-money options at December 31, 2001 was based
   on $0.95 per share, the closing price of the Company's common stock at such
   time, less the exercise price per share.

Compensation of Directors

Directors of the Company do not receive cash compensation for their services as
directors or members of committees of the board of directors, but are reimbursed
for their reasonable expenses incurred in attending board of director or
committee meetings.

The Company's 1999 Stock Option Plan, as amended (the "Plan"), permits the grant
of options for the purchase of shares of common stock to directors of the
Company. Four grants of options were made to directors of the Company under the



<PAGE>

Plan during the year ended December 31, 2001. On July 5, 2001 Mitchell Eggers
was granted 50,000 options and Patrick McGrath was granted 100,000 options to
purchased shares of the Company's common stock at an exercise price of $2.00 per
share. On November 6, 2001, Mitchell Eggers was granted 50,000 options and Alan
Stier was granted 100,000 options to purchased shares of the Company's common
stock at an exercise price of $1.64 per share. All option grants under the Plan
for the year ended December 31, 2001 were issued at fair market value on the day
of grant. Subsequent to year end, 200,000 of the above mentioned options were
cancelled.

Compensation Committee Interlocks and Insider Participation

The Company currently has not established a compensation committee. No executive
officer of the Company serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
servings as a member of the board of directors. In addition, no interlocking
relationship exists between any member of the board of directors and any member
of the compensation committee of any other company, nor has any such
interlocking relationship existed in the past.

Report on Executive Compensation

 The board of directors is responsible for determining the compensation for the
Company's executive officers, and for reviewing and approving compensation
recommendations made by the Chief Executive Officer for the other officers and
key employees. The board of directors is also responsible for administering all
of the Company's compensation programs.

In determining the base salary for a particular executive within a salary range
for his or her position, the board of directors contemplates initially taking
into account the salary necessary to encourage the executive to join the Company
in lieu of pursuing other employment opportunities. In later years, the board of
directors contemplates considering the amount budgeted for salary increases and
the executive's success in achieving the performance objectives established for
such executive, his or her department and the Company.

In July 1999, the Company adopted a stock option program whereby Company
executives and employees are eligible to receive options to purchase a number of
shares of the Company's common stock on the date of hire. In later years, the
board of directors contemplates considering individual, departmental, and
Company performance objectives in granting additional options to individual
employees. As a result, the option program is another element of the two-pronged
compensation strategy developed by the Company to compensate its employees,
including its senior executives. The board of directors believes this
compensation strategy closely aligns the interests of executives and other key
employees to that of the Company and its stockholders, and will also serve to
attract and retain high quality employees.

The Company's Chief Executive Officer does not participate in board of director
discussions, nor does he act as a member with respect to matters related to the
Chief Executive Officer compensation. The compensation of the Chief Executive
Officer is and will be determined under the same policies and criteria as the
compensation of the other executive officers.

Under the Omnibus Budget Reconciliation Act of 1993, the federal income tax
deduction for certain types of compensation paid to the chief executive officer
and four other most highly compensated executive officers of publicly held
companies is limited to $1 million per officer per fiscal year unless such
compensation meets certain requirements. The Committee is aware of this
limitation and believes no compensation paid by the Company during 2001 exceeded
the $1 million limitation.


<PAGE>


                                               THE BOARD OF DIRECTORS
                                               Kelly Fielder

Performance Graph

Set forth below is a graph comparing the cumulative total return to stockholders
on the Company's common stock with the cumulative total return of the Nasdaq
Composite Index and the Russell 2000 SmallCap Index for the period beginning on
March 31, 1999 (the date the Company began to be actively quoted on the OTCBB),
and ended on December 31, 2001.


                                    March 31, 1999          December 31, 2001
                                    --------------          -----------------

       ASPi Europe, Inc.                $100.00                $  17.46
       NASDAQ Composite Index           $100.00                $  84.78
   Russell 2000 SmallCap Index          $100.00                $ 122.61

The total return on the common stock and each index assumes the value of each
investment was $100 on March 31, 1999, and that all dividends were reinvested,
although dividends have not been declared on the Company's common stock. Return
information is historical and not necessarily indicative of future performance.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to the Company with
respect to the beneficial ownership of its common stock as of April 9, 2002, by
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding common stock, (ii) each director of the Company, (iii) each
named executive officer, and (iv) all directors and officers as a group. Except
as otherwise indicated, the Company believes that the beneficial owners of the
common stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.



<PAGE>



                                            Number of Shares   Percent of Total
                                            Benefically Owned   Shares Owned(3)
                                            -----------------  ----------------

Kelly Fielder (4)...........                       4,638,531          19.23%
Spectrum Meditech Inc. (5)..                       2,899,083          12.02%
Mick Kolassa................                       2,899,083          12.02%
All Directors and Officers as a group             10,436,697          43.27%


(1)  Unless otherwise indicated, the address of each beneficial owner is that of
     the Company.

(2)   Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission, based on factors including voting and
      investment power with respect to shares. Common stock subject to options
      currently exercisable, or exercisable within 60 days after April 9, 2002,
      are deemed outstanding for computing the percentage ownership of the
      person holding such options, but are not deemed outstanding for computing
      the percentage ownership for any other person. Applicable percentage
      ownership based on aggregate common stock outstanding as of April 9, 2002,
      together with the applicable options of such shareholder.

(3)   Based upon an aggregate of 24,124,312 shares of Company's common stock
      issued and outstanding as of April 9, 2002. 15,800,000 shares of the
      Company's common stock issued and outstanding as of April 9, 2002, are
      contingent shares held in escrow.

(4)  Represents  4,638,531contingent  shares  held  directly  by Mr.  Fielder in
     escrow.

(5)  Represents  2,899,083  contingent shares held directly by Spectrum Meditech
     Inc.  in escrow.  Mr.  Fielder is also a director  and  officer of Spectrum
     Meditech Inc.

(6)  Represents  2,899,083  contingent  shares held  directly by Mr.  Kolassa in
     escrow.

Item 13.  Certain Relationships and Related Transactions

Transactions with Management and Others

Except as otherwise disclosed herein, no director, senior officer, principal
shareholder, or any associate or affiliate thereof, had any material interest,
direct or indirect, in any transaction since the beginning of the last financial
year of the Company that has materially affected the Company, or any proposed
transaction that would materially affect the Company, except for an interest
arising from the ownership of shares of the Company where the member will
receive no extra or special benefit or advantage not shared on a pro rata basis
by all holders of shares in the capital of the Company.

On January 22, 2002, the Company entered into a Stock Redemption and Settlement
Agreement (the "Redemption Agreement") with Scott Dow, the then Chairman of the
Company, and F. Thomas Winters III, the then Chief Executive Officer of the
Company, under which the parties agreed to a mutual release of liability in
consideration for, among other things, the redemption of 2,944,611 Exchangeable
Shares that Mr. Dow and Mr. Winters owned or had control over, stock options for
300,000 shares of the Company's common stock which Mr. Winters had the right to
purchase and the release of Mr. Dow and Mr. Winters from their personal
guarantees on a $150,000 promissory note issued by the Company to GrowthExperts
on May 1, 2001. In conjunction with the Redemption Agreement, Mr. Winters and
Mr. Dow resigned as officers and directors of the Company.

On February 28, 2002, the Company entered into a Stock Redemption and Settlement
Agreement (the "Francom Redemption Agreement") with Bruce Francom, the then
Chief Technology Officer of the Company, under which the parties agreed to a
mutual release of liability in consideration for, among other things, the



<PAGE>

redemption of 394,058 Exchangeable Shares that Mr. Francom owned or had control
over and 30,000 stock options Mr. Francom had the right to purchase. In
conjunction with the Francom Redemption Agreement, Mr. Francom resigned as an
officer of the Company.

In conjunction with Mitchell Eggers resignation on February 5, 2002, Mr. Eggers
agreed to convert outstanding fees and expenses owed to him by the Company,
amounting to $50,200, into 50,200 shares of the Company's common stock. On March
1, 2002, Patrick McGrath, the Company's Chief Financial Officer, Secretary and
Treasurer, agreed to convert $45,000 in accrued fees into 45,000 shares of the
Company's common stock.

On March 25, 2002, the Company and SETI executed and closed a Stock Purchase
Agreement to contingently acquire all of the issued and outstanding equity
securities of SETI in exchange for 15,800,000 contingent shares of common stock
of the Company. Kelly Fielder, the Chief Executive Officer and sole Director of
the Company at the time is also the Chief Executive Officer and Director of
SETI.




<PAGE>


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

1. The following financial statements of the Registrant and the Report of
Independent Certified Public Accountants thereon are included herewith in Item 8
above:

                                                                         Page
Report of Independent Certified Public Accountants..............          F-1
Consolidated Balance Sheets...............................................F-2
Consolidated Statements of Operations and Other Comprehensive Loss........F-3
Consolidated Statement of Changes in Stockholders' Deficit................F-4
Consolidated Statements of Cash Flows.....................................F-5
Notes to Consolidated Financial Statements................................F-7

2.    Consolidated financial statement schedules and Report of Independent
Accountants in those schedules are included as follows:

Not Applicable.

3.    Exhibits:


Exhibit
Number      Description

2.1(3)      Agreement  and Plan of Merger  dated as of December 7, 2000 by and
            between the registrant and ASPi Europe, a Delaware corporation
2.2(2)      Letter  of  Intent  dated  January  11,  2000 by and  between  the
            registrant,  Digital Snaps Inc.,  Alternative Funding Inc., Gordon
            Kleaman, Ayaz Virani, Harold Forzley, and Premier Financial
2.3(4)      Amalgamation  and  Re-Organization  Agreement  among ASPi  Europe,
            Inc.,  ASPi Alberta  Holdings  Inc. and  GrowthExperts  Group Inc.
            dated June 11, 2001
2.4(4)      Amending Agreement among ASPi Europe,  Inc., ASPi Alberta Holdings
            Inc. and GrowthExperts Group Inc. dated June 29, 2001
2.5(4)      Voting and Exchange Agreement among ASPi Europe, Inc.,
            GrowthExperts Group Inc., Clark, Wilson Barristers & Solicitors,
            ASPi Alberta Holdings Inc. and the shareholders of GrowthExperts
            Group Inc. dated June 11, 2001
2.6(4)      Support  Agreement among ASPi Europe,  Inc., ASPi Alberta Holdings
            Inc. and GrowthExperts Group Inc. dated June 11, 2001
2.7         Amendment Agreement to Support Agreement among ASPi Europe,  Inc.,
            GrowthExperts Group Inc. and Scott Dow dated January 22, 2002
2.8         Amendment  Agreement to Voting and Exchange  Agreement  among ASPi
            Europe,  Inc.,  GrowthExperts  Group  Inc.  and  Scott  Dow  dated
            January 22, 2002
2.9(6)      Stock Purchase  Agreement among ASPi Europe,  Inc., Kelly Fielder,
            Vera Neate,  Charles Evans, Kent Couillard,  J. Hatzikalfas,  John
            Cooper,  Maracaibo,  Ltd.,  Spectrum  Meditech  Inc., E. M. (Mick)
            Kolassa,  Bill Lobb,  Doug Paul, and Kevin  Patterson  dated March
            25, 2002
3.1(2)      Certificate of Incorporation
3.2(2)      Bylaws
3.3         Amended Articles of Amalgamation of GrowthExperts Group Inc.
4.1(1)      Form of Common Stock Share Certificate
4.2(5)      Form of Unit Subscription Agreement
4.3(5)      Form of Registration Rights Agreement


<PAGE>

4.4(5)      Form of Warrant to Purchase Common Stock at $1.50 per share
4.5(5)      Form of Warrant to Purchase Common Stock at $2.00 per share
10.1(1)     1999 Stock Option Plan
10.2(1)     Form of Stock Option Agreement
10.3(4)     Form of Amended and Restated Stock Option Certificate
10.4        Stock  Redemption  and  Settlement  Agreement  by and between ASPi
            Europe,  Inc,  Scott Dow and F. Thomas  Winters III dated  January
            22, 2002
10.5        Stock  Redemption  and  Settlement  Agreement  by and between ASPi
            Europe and Bruce Francom dated February 28, 2002

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     10 (No. 000-26809)
(2)  Incorporated  by  reference to the  Company's  Form 8-K filed on January 2,
     2001.
(3)  Incorporated  by  reference  to the  Company's  Form 10-K filed on March 1,
     2001.
(4)  Incorporated by reference to the Company's Form 8-K filed on July 24, 2001.
(5)  Incorporated  by reference to the  Company's  Form 10-Q filed on August 14,
     2001.
(6)  Incorporated by reference to the Company's Form 8-K filed on April 4, 2002.

4.    Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of fiscal year 2001.




<PAGE>





                                                            ASPi Europe, Inc.










                                            Consolidated Financial Statements

                                 Years ended December 31, 2001, 2000 and 1999




<PAGE>










                                                            ASPi Europe, Inc.











                                            Consolidated Financial Statements


                                 Years ended December 31, 2001, 2000 and 1999












<PAGE>








                                                       ASPi Europe, Inc.



                                                               Contents


            Report of Independent Certified Public Accountants..........    1

            Financial Statements

              Consolidated Balance Sheets...............................    2

              Consolidated Statements of Operations and
              Other Comprehensive Loss                                      3

              Consolidated Statement of Changes in Stockholders' Deficit    4

              Consolidated Statements of Cash Flows.....................5 - 6

              Notes to Consolidated Financial Statements................7 - 17



<PAGE>


Report of Independent Certified Public Accountants


To the Board of Directors and Stockholders of
ASPi Europe, Inc.

We have audited the accompanying consolidated balance sheets of ASPi Europe,
Inc. and its subsidiary ("the Company") as of December 31, 2001 and 2000 and the
related statements of operations and other comprehensive loss, stockholders'
deficit and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free from 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. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the financial position of ASPi Europe, Inc.
and its subsidiaries at December 31, 2001 and 2000, and the results of their
operations and other comprehensive loss and their cash flows for each of the
three years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company has
accumulated losses of $5.1 million. In addition, in December 2001, the Company's
only operating subsidiary, GrowthExperts Group Inc. filed an assignment into
bankruptcy which transferred control of substantially all of the Company's
assets and liabilities to the bankruptcy trustee. Future obligations, if any,
that may arise as a result of this bankruptcy filing or the cancellation of
exchangeable shares issued in connection with the acquisition of GrowthExperts
have not been identified or recorded in these consolidated financial statements.
Also, future revenue sources have not been secured and future operations are
dependent upon the Company's ability to raise significant amounts of working
capital to fund business acquisitions and overhead expenses. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



BDO Seidman, LLP
Seattle, Washington

April 5, 2002


<PAGE>


                                                               ASPi Europe, Inc.
                                                     Consolidated Balance Sheets

December 31,                                                2001         2000
--------------------------------------------------------------------------------

ASSETS

Current Assets
  Cash and cash equivalents                              $      271   $    2,437
  Accounts receivable, net                                        -      300,978
  GST receivable                                                  -      158,837
  Due from related parties                                        -       13,918
  Prepaid expenses                                                -        9,126
--------------------------------------------------------------------------------

Total Current Assets                                            271      485,296

Furniture and equipment, net                                      -    1,502,317
--------------------------------------------------------------------------------

Total Assets                                             $      271   $1,987,613
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Checks in excess of funds                              $        -   $    5,826
  Accounts payable                                          195,324      692,889
  Due to related parties                                     93,888        1,403
  Convertible note payable                                  146,687            -
  Loan payable                                              145,209            -
  Current portion of equipment financing                          -      533,993
  Accrued payroll                                                 -      116,390
--------------------------------------------------------------------------------
Total Current Liabilities                                   581,108    1,350,501

Equipment financing, net of current portion                       -    1,051,345
--------------------------------------------------------------------------------

Total liabilities                                           581,108    2,401,846
--------------------------------------------------------------------------------

Stockholders' Deficit
  Common stock, $.001 par value; 50,000,000 shares
   authorized, 18,213,147 and 5,976,211 issued and
   outstanding                                               18,213        5,976
  Additional paid in capital                              4,525,087    2,649,133
  Deficit accumulated                                    (5,124,137) (3,031,888)
  Cumulative foreign currency translation adjustment              -     (37,454)
--------------------------------------------------------------------------------

Total Stockholders' Deficit                                (580,837)   (414,233)
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit              $      271   $1,987,613
--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.

<PAGE>


                                                             ASPi Europe, Inc.
              Consolidated Statements of Operations and Other Comprehensive Loss

                                                      Year ended
                                                     December 31,
                                          ------------------------------------
                                             2001        2000        1999
------------------------------------------------------------------------------

 OPERATING EXPENSES
  Provision   for   uncollectible
 advances                                   $ 536,973   $       -   $       -
  General and administrative                  344,602           -           -
  Interest expense, net                       125,607           -           -
------------------------------------------------------------------------------

 Total operating expenses                   1,007,182           -           -
------------------------------------------------------------------------------


 Loss from continuing operations           (1,007,182)          -           -

 DISCONTINUED OPERATIONS
  Loss     from      discontinued
 operations                                (4,844,241) (2,711,583)   (319,282)
  Gain  on  involuntary  disposal
 of net liabilities                         3,796,628           -           -
------------------------------------------------------------------------------
 Net   loss   from   discontinued
 operations                                (1,047,613) (2,711,583)   (319,282)
------------------------------------------------------------------------------


 Net loss                                 $(2,054,795)$(2,711,583)  $(319,282)
------------------------------------------------------------------------------

 Net loss                                $(2,054,795) $(2,711,583)  $(319,282)

 Foreign   currency   translation         -               (41,868)      4,414
 adjustment
------------------------------------------------------------------------------


 Comprehensive loss                      $(2,054,795) $(2,753,451)  $(314,868)
------------------------------------------------------------------------------

 Net loss per share -
  Continuing operations                     $    (.08)  $      -    $       -
  Discontinued operations                        (.08 )    (0.48)       (0.08)
------------------------------------------------------------------------------

 Net loss per  share - basic  and
 diluted                                    $    (.16)  $   (0.48)  $   (0.08)
------------------------------------------------------------------------------

 Weighted average number
   of shares of common
   stock outstanding                       12,821,857   5,669,257   3,900,958
------------------------------------------------------------------------------
           See accompanying notes to consolidated financial statements

<PAGE>


                                                            ASPi Europe, Inc.
                             Consolidated Statement of Stockholders' Deficit

                                Common Stock


<TABLE>
<S>                               <C>          <C>          <C>          <C>             <C>              <C>
                                                                                      Cumulative
                                                          Additional                Foreign Currency
                                                          Paid-in     Accumulated     Translation
                                 Shares       Amount      Capital       Deficit       Adjustment         Total
 --------------------------------------------------------------------------------------------------------------

 ASPi Europe, Inc.

 Balance, December 31, 1998    $3,714,750    $ 3,715      $ (3,709)    $   (1,023)       $     -      $ (1,017)

 Sale of common stock for
 cash                           1,552,039      1,552       241,301              -              -       242,853

 Stock-based compensation               -          -        71,095              -              -        71,095

 Foreign currency
   translation                          -          -             -              -          4,414         4,414

 Net loss                               -          -             -       (319,282)             -      (319,282)
 --------------------------------------------------------------------------------------------------------------
 Balance, December 31, 1999     5,266,789    $ 5,267      $308,687      $(320,305)      $  4,414      $ (1,937)

Sale of common stock for
cash                              324,010        324       184,126              -              -       184,450

 Conversion of note payable
   to common stock                154,782        154        30,545              -              -        30,699

 Exercise of stock options
   for cash                       230,630        231          (230)             -              -             1

 Stock-based compensation               -          -     2,126,005              -              -     2,126,005

 Foreign currency
   translation                          -          -             -              -        (41,868)      (41,868)

 Net loss                               -          -             -     (2,711,583)             -    (2,711,583)
 -------------------------------------------------------------------------------------------------------------
 Balance, December 31, 2000     5,976,211    $ 5,976    $2,649,133    $(3,031,888)      $(37,454)    $(414,233)

 Exercise of stock options
   for cash                     3,773,789      3,773         3,038              -              -         6,811

 Common stock issued in
   connection with reverse
   acquisition                  7,172,647      7,173      (442,238)             -              -      (435,065)

 Conversion of notes
   payable                        167,500        168       167,332              -              -       167,500

 Issuance of warrants in
   connection with
   convertible debt                     -          -       112,560              -              -       112,560

 Issuance of common stock
   for cash                       358,000        358       357,642              -              -       358,000

 Issuance of common stock
   in connection with
   reverse acquisition            750,000        750          (750)             -              -             -

 Stock issued for financial
   services                        15,000         15        22,335              -              -        22,350

 Stock-based compensation               -          -     1,656,035              -              -     1,656,035

 Reclassification of
   foreign currency
   translation                          -          -             -        (37,454)        37,454             -

 Net loss                               -          -             -     (2,054,795)             -    (2,054,795)
 ---------------------------------------------- ---------------------------------------------------------------

 Balance, December 31, 2001    18,213,147   $ 18,213    $4,525,087    $(5,124,137)  $          -     $(580,837)
 --------------------------------------------------------------------------------------------------------------

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                                                            ASPi Europe, Inc.
                                         Consolidated Statement of Cash Flows

                   INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                       Year Ended
                                                      December 31,
                                           ------------------------------------
                                              2001        2000        1999
-------------------------------------------------------------------------------

Cash Flows From Operating Activities
  Net loss                                   $(2,054,795)$(2,711,583)$(319,282)
  Adjustments to reconcile net loss to
net
    cash used in operating activities:
   Depreciation                                300,063     191,989           -
   Stock based compensation expense          1,656,035   2,126,005      71,095
   Write down of assets                      1,748,989           -           -
   Gain on involuntary disposal of net
liabilities of subsidiary                   (3,796,628)          -           -
   Stock issued relating to financial
services rendered                               22,350           -           -
   Interest expense relating to
issuance of warrants                           112,560           -           -
   Provision for uncollectible advances        696,189     121,452       5,075
   Change in assets and liabilities,
net of business acquisition:
     Accounts receivable                      (862,557)   (410,460)    (17,022)
     GST receivable                            158,837     (37,129)     (7,048)
     Prepaid expenses                             (445)       (639)     (8,487)
     Due from related party, net                90,814     (15,516)      2,328
     Accounts payable                        1,343,749     639,547      52,994
     Accrued payroll                           270,952      99,557      16,833
     Accrued interest on notes payable          32,396           -           -
     Accrued interest on equipment
financing                                       59,209           -           -
-------------------------------------------------------------------------------

Net Cash Provided by (Used in)
Operating Activities                          (222,282)      3,223    (203,514)
-------------------------------------------------------------------------------

Cash Flows From Investing Activities
  Purchase of furniture and equipment          (98,125)          -           -
  Business acquisition, net of cash           (245,065)          -           -
-------------------------------------------------------------------------------

Net Cash Used in Investing Activities         (343,190)          -           -
-------------------------------------------------------------------------------

Cash Flows From Financing Activities
  Proceeds from issuing common stock           358,000     184,449     242,853
  Proceeds from stock options exercised          6,811           1           -
  Proceeds from loan payable                    87,000           -           -
  Repayment of equipment financing             (22,124)   (221,789)          -
  Preacquisition advances from ASPi to
GrowthExperts                                  150,000           -           -
  (Repayment) borrowings of notes
payable                                              -     (10,393)     41,572
  Change in bank overdrafts                       (291)      5,826         (19)
-------------------------------------------------------------------------------

Net Cash Provided by (Used in)
Financing Activities                           579,396     (41,906)    284,406
-------------------------------------------------------------------------------

Effect of Translation Adjustment on Cash       (16,090)    (44,186)      4,414

Net Increase (Decrease) in Cash and
Cash Equivalents                                (2,166)    (82,869)     85,306

Cash and Cash Equivalents, beginning of
period                                           2,437      85,306           -
-------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period     $     271   $   2,437   $  85,306
-------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements




<PAGE>


                                                         ASPi Europe, Inc.
                                     Consolidated Statement of Cash Flows


                                                       Year Ended
                                                      December 31,
                                         --------------------------------------
                                              2001        2000        1999
-------------------------------------------------------------------------------

Cash paid during the period for
interest                                     $   4,232   $  47,861   $   2,603

Non-Cash Investing and Financing
Activities:
  Purchase of financed furniture
and equipment                                $ 140,617   $1,807,127  $       -
  Conversion of notes payable to
common stock                                 $ 167,500   $  30,700   $       -
  Stock issued in reverse
acquisition
     Cash                                    $     625   $       -   $       -
     Prepaid expenses                        $     500   $       -   $       -
     Accounts receivable -
GrowthExperts                                $ 151,973   $       -   $       -
     Accounts payable                        $(164,586)  $       -   $       -
     Due to related party                    $ (64,824)  $       -   $       -
     Convertible notes payable               $(306,575)  $       -   $       -
     Loan payable                            $ (52,178)  $       -   $       -
-------------------------------------------------------------------------------
                                             $(435,065)  $       -   $       -
-------------------------------------------------------------------------------
           See accompanying notes to consolidated financial statements

<PAGE>


                                                          ASPi Europe, Inc.

Notes to Consolidated Financial Statements

NOTE 1: Description of Business and Summary of Significant Accounting Policies

Operations - ASPi Europe, Inc. ("the Company" or "ASPi") was incorporated in the
State of Florida on August 17, 1984, and on December 19, 2000, redomiciled to
the state of Delaware.

Business Combination - On July 9, 2001, the Company completed an amalgamation
and re-organization agreement (the "Amalgamation Agreement") to acquire
GrowthExperts Group Inc., an Alberta, Canada corporation ("GrowthExperts") for
total consideration of 9,750,000 exchangeable shares that were exchangeable at
any time, at the holder's option, for shares of the Company's $0.001 par value
common stock on a one-for-one basis. The Amalgamation Agreement also provided
for the further issuance of 750,000 exchangeable shares on October 7, 2001 due
to the Company's failure to raise an additional $750,000 in gross proceeds
within 90 days of the closing of the Amalgamation Agreement.

The acquisition of GrowthExperts was treated as a reverse acquisition whereby
the Company was acquired by GrowthExperts, and retained the ASPi Europe, Inc.
name. For legal purposes, GrowthExperts remains a wholly-owned subsidiary of the
Company. The consolidated results of operations include that of both companies
from the date of acquisition, July 9, 2001, forward. The financial statements
for the period prior to the date of acquisition are those of GrowthExperts. The
equity section of the balance sheet and the net loss per share of the Company
are retroactively restated to reflect the effect of the exchange ratio
established in the Amalgamation Agreement.

GrowthExperts, a provider of outsourced Customer Relationship Management ("CRM")
services, was incorporated in Alberta, Canada on June 12, 1998. GrowthExperts
offers its clients multi-channel customer interactive solutions that manage the
relationship between its clients and their customers.

On December 5, 2001, GrowthExperts filed an assignment into bankruptcy and
ceased all operations. As a result, the operations of GrowthExperts are reported
as discontinued operations as discussed in Note 3.

On January 22, 2002, the exchangeable shareholders of GrowthExperts, at a
meeting of the exchangeable shareholders, voted in favor of terminating their
voting and exchange rights such that the exchangeable shares were no longer
exchangeable into shares of the Company's common stock. The Company
simultaneously agreed to release certain exchangeable shareholders and certain
former management of GrowthExperts from any and all obligations arising from, or
in any way related to, the Amalgamation Agreement.

Principles of Consolidation - The consolidated financial statements of the
Company include the accounts of its subsidiaries after elimination of
intercompany balances and transactions.

Accounting Estimates - The Company's financial statements are prepared in
conformity with accounting principles generally accepted in the United States of
America which 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 revenue and expenses during the reporting period. Actual results
could differ from the estimates.

Cash and Cash Equivalents - The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.


<PAGE>


Furniture and Equipment - Furniture and equipment are stated at cost.
Depreciation and amortization are computed utilizing straight-line methods over
estimated useful lives ranging from 3 to 5 years. Repairs and maintenance are
charged to expense as incurred while additions and betterments are capitalized.
In conjunction with the assignment into bankruptcy of GrowthExperts, the Company
transferred title and possession of all furniture and equipment held by
GrowthExperts, to the bankruptcy trustee.

Long-Lived Assets - In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," the Company records impairment
losses on long-lived assets used in operations whenever events or circumstances
indicate that the carrying amount of an asset may not be recoverable based on
undiscounted cash flows. An impairment is recognized to the extent that the sum
of undiscounted estimated future cash flows expected to result from use of the
assets is less than the asset's carrying value.

Foreign Currency - The financial position and results of operations of the
Company's Canadian subsidiary, GrowthExperts, was measured using local currency
as the functional currency. Assets and liabilities are translated into U.S.
dollars at period-end rates of exchange, and revenues and expenses are
translated at the average rates of exchange for the periods. Gains or losses
resulting from the translation of foreign currency financial statements are
accumulated as a separate component of stockholders' deficit. As the operations
of GrowthExperts were discontinued, the foreign currency translation adjustment
was reclassified to gain on involuntary disposal of assets.

Comprehensive Operations - In February 1997, the FASB issued SFAS No. 130,
"Reporting Comprehensive Income," which is effective for periods beginning after
December 15, 1997. This statement requires that all items that are required to
be recognized under accounting standards as comprehensive income be reported in
a financial statement displayed with the same prominence as other financial
statements. Foreign currency translation adjustments previously reported in
comprehensive operations have been reclassified to net loss from discontinued
operations.

Fair Value of Financial Instruments - The Company's financial instruments
include cash, accounts receivable and notes payable, which due to the nature and
duration of the financial instruments, approximates their fair value.

Revenue Recognition - The Company recognizes revenues on programs as services
are performed, generally based on hours worked.

Stock-Based Compensation - SFAS No. 123, "Accounting for Stock-based
Compensation," establishes a fair value method of accounting for stock-based
compensation plans and for transactions in which a company acquires goods or
services from non-employees in exchange for equity instruments. SFAS 123 also
gives the option to account for stock-based employee compensation in accordance
with Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees," or SFAS 123. The Company elected to follow APB 25 which
measures compensation cost for employee stock options as the excess, if any, of
the fair market price of the Company's stock at the measurement date over the
amount an employee must pay to acquire the Company's stock by exercise of the
stock options granted.

Income Taxes - The Company accounts for income taxes in accordance with the
provisions of SFAS 109, "Accounting for Income Taxes". SFAS 109 requires the
recognition of deferred tax assets and liabilities for the expected future
income tax consequences of events that have been recognized in a company's
financial statements or tax return. Under this method, deferred tax assets and
liabilities are determined based on the temporary differences between the
financial statement carrying amounts and their tax basis using enacted tax rates
in effect in the years in which the temporary differences are expected to



<PAGE>

reverse. Valuation allowances are provided when management determines that the
realization of deferred tax assets fails to meet the more likely than not
standard imposed by SFAS 109.

Net Loss Per Share -Basic loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding during each period. Diluted
loss per share reflects the effect of common shares issuable upon exercise of
stock options, warrants and contingent shares, based on the treasury method of
computing such effects, in periods in which they have a dilutive effect. Because
of net losses incurred by the Company in the periods presented in these
financial statements, the common shares issuable upon exercise of stock options,
warrants and contingent shares are not included in the calculation of loss per
share as their effect is anti-dilutive.

Recent Accounting Pronouncements - In June 2001, the FASB approved for issuance
SFAS 141, Business Combinations. This standard eliminates the pooling method of
accounting for business combinations initiated after June 30, 2001. In addition,
SFAS 141 addresses the accounting for intangible assets and goodwill acquired in
a business combination. This portion of SFAS 141 is effective for business
combinations completed after June 30, 2001. The Company does not expect SFAS 141
to have a material effect on the Company's financial position or results of
operations.

In June 2001, the FASB approved for issuance SFAS 142, Goodwill and Intangible
Assets, which revises the accounting for purchased goodwill and intangible
assets. Under SFAS 142, goodwill and intangible assets with indefinite lives
will no longer be amortized, but will be tested for impairment annually and also
in the event of an impairment indicator. SFAS 142 is effective for the fiscal
years beginning after December 15, 2001, with early adoption permitted for
companies with fiscal years beginning after March 15, 2001 if their first
quarter financial statements have not been previously issued. The Company does
not expect SFAS 142 to have a material effect on the Company's financial
position or results of operations.

In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, which is effective for fiscal years beginning after June 15, 2002.
SFAS 143 addresses the financial accounting and reporting obligations and
retirement costs related to the retirement of tangible long-lived assets. The
Company does not expect that the adoption of SFAS 143 will have a significant
impact on its financial position and results of operations.

In August 2001, the FASB issued SFAS 144, Accounting for the Impairment of
Disposal of Long-Lived Assets, which is effective for the fiscal years beginning
after December 15, 2001. SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and
the accounting and reporting provisions relating to the disposal of a segment of
a business of Accounting Principles Board Opinion No. 30. The Company does not
expect that the adoption of SFAS 144 will have a significant impact on its
financial position and results of operations.

NOTE 2: Going Concern

The Company has accumulated losses of $5.1 million through December 31, 2001. On
December 5, 2001, the Company's wholly-owned operating subsidiary,
GrowthExperts, filed an assignment into bankruptcy, which effectively
transferred control of all the GrowthExperts' assets and obligations to the
bankruptcy trustee and ceased all operating activities of the Company's only
operating subsidiary.

The Company is looking for a new business opportunity and raised $40,000
subsequent to year-end to sustain minimum operations through April 2002. On
March 25, 2002, the Company contingently acquired all the outstanding securities
of Sharps Elimination Technologies Inc. ("SETI") in a reverse acquisition
whereby SETI will become the acquiring party for accounting purposes.
Consideration offered by the Company consisted of contingent shares of the
Company's common stock that would transfer approximately 65% of the voting




<PAGE>

control of the Company to the former SETI shareholders upon SETI meeting certain
earnout conditions (see Note 14). The Company will continue to seek additional
working capital to cover operational and overhead expenditures of the new
business. However, there can be no assurance that the Company will be successful
in its efforts to raise these funds.

NOTE 3: Discontinued Operations

On December 5, 2001, the Company's wholly-owned and only operating subsidiary,
GrowthExperts, filed an assignment into bankruptcy, which effectively
transferred control of all the GrowthExperts' assets and obligations to the
bankruptcy trustee and ceased all its operating activities.

The net assets involuntarily disposed, recorded in the consolidated financial
statements at December 31, 2001, include management's estimates in accordance
with Accounting Principles Board (APB) Opinion No. 30 "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," and
consist of the following assets and liabilities of the discontinued subsidiary
GrowthExperts:

At December 5, 2001                                         Amount
-----------------------------------------------------------------------

Assets
  Accounts receivable                                    $  596,434
  Furniture and equipment, net                              125,565
-----------------------------------------------------------------------
                                                            721,999

Liabilities
  Due to related party                                        1,605
  Checks written in excess of cash                          304,466
  Accrued payroll                                           387,342
  Advances from ASPi to GrowthExperts                       536,973
  Accounts payable                                        1,542,383
  Equipment financing debt                                1,745,858
-----------------------------------------------------------------------
                                                          4,518,627

Gain on involuntary  disposal of assets and  liabilities
of GrowthExperts                                          $3,796,628
-----------------------------------------------------------------------

The Company recorded a gain on the involuntary disposal of the assets and
liabilities of GrowthExperts of $3,796,628 and losses from discontinued
operations of $4,844,241 for the year ended December 31, 2001. The consolidated
statements of operations for discontinued operations are as follows:

                                   Period from
                                 January 1, 2001
                                 through December 5,  Year ended December 31,
                                  ------------------------------------------
                                        2001           2000          1999
-----------------------------------------------------------------------------

 NET REVENUES                       $3,409,926      $3,155,679   $  55,337

 OPERATING EXPENSES
  Cost of services                   3,798,094       2,865,190     163,895
  Selling, general and
 administrative                      2,345,466       2,761,090     208,114
  Depreciation                         300,063         191,989           -
-----------------------------------------------------------------------------

<PAGE>


 Total operating expenses            6,443,623       5,818,269     372,009
-----------------------------------------------------------------------------

 Operating loss from  discontinued
 operations                         (3,033,697)     (2,662,590)   (316,672)

 OTHER EXPENSES
  Write down of assets               1,748,989               -           -
  Interest expense, net                 61,555          48,993       2,610
-----------------------------------------------------------------------------
 Loss from discontinued operations $(4,844,241)   $ (2,711,583) $ (319,282)
-----------------------------------------------------------------------------

NOTE 4: Furniture and Equipment

Furniture and equipment consists of the following:

As of December 31,                                  2001           2000
-----------------------------------------------------------------------------

Computer & communications equipment             $       -      $ 1,390,260
Computer software                                       -          147,367
Furniture and fixtures                                  -          154,840
-----------------------------------------------------------------------------
Total                                                   -        1,692,467
Less: accumulated depreciation                          -          190,150
-----------------------------------------------------------------------------
Furniture and equipment, net                    $       -      $ 1,502,317
-----------------------------------------------------------------------------

NOTE 5: Equipment Financing

On December 22, 1999, the Company's operating subsidiary, GrowthExperts, entered
into an equipment financing agreement with a telecommunications company for the
purchase of computer software, computer hardware, telephone equipment and office
furniture which was used in the delivery of GrowthExperts' inbound and outbound
CRM services. Under the agreement, GrowthExperts could borrow up to $776,273.
Advances of approximately $585,000 and $554,473 were outstanding under this
agreement at the time of GrowthExperts' bankruptcy filing and at December 31,
2000.

On December 15, 2000, the Company's operating subsidiary, GrowthExperts, entered
into a second equipment financing agreement with the same telecommunications
company, under which GrowthExperts could borrow up to $1,171,843 to finance
equipment and software purchase. Advances of approximately $1,161,000 and
$1,030,865 were outstanding under this agreement at the time of GrowthExperts'
bankruptcy filing and at December 31, 2000.

On December 5, 2001, by virtue of GrowthExperts filing an assignment into
bankruptcy, the above described equipment financing agreements were effectively
transferred to the bankruptcy trustee.

Long-term debt consisted of the following:




<PAGE>

As of December 31,                                 2001           2000
----------------------------------------------------------------------------

Equipment  financing  payable,   interest  at     $     -     $  554,473
6.75%,  payable  over three  years in monthly
installments  of $22,179,  due February 2003,
collateralized by the financed equipment.

Equipment financing payable, interest at                -      1,030,865
6.75%, payable over four years in monthly
installments of $33,481, due April 2005,
collateralized by the financed equipment.
----------------------------------------------------------------------------
                                                        -      1,585,338
Less:  Current portion                                  -        533,993
----------------------------------------------------------------------------
Long-term debt, net of current portion            $     -     $1,051,345
----------------------------------------------------------------------------

NOTE 6: Convertible Note Payable

On May 17, 2000, the Company issued $125,000 of convertible subordinated debt to
a third party. The note had a maturity date of August 31, 2001 with interest
accruing at the rate of 10% per annum through July 31, 2001 and 12.5%
thereafter. The note is convertible into common stock at a price equal to 80% of
the trading price of the common stock on the date such advance is converted. The
outstanding principal plus accrued interest was $146,687 at December 31, 2001.
On March 4, 2002, the note and related accrued interest was converted into
149,385 shares of the Company's common stock at an agreed-upon price of $1.00
per share. On the conversion date, 80% of the trading price of the common stock
was $1.10.

On May 9, 2001, the Company entered into a subordinated convertible note for the
principal amount of $165,000 with an interest rate of 10% with a third party.
The principal and accrued and unpaid interest on the note was automatically
convertible at the option of the Company upon closing of an equity financing
with a conversion price equal to the price of the equity financing. On July 9,
2001, the Company completed an equity financing which resulted in the conversion
of the note, in the principal amount of $165,000 plus interest of $2,500, into
167,500 shares of the Company's common stock. In connection with this
conversion, the third party also received warrants to purchase 83,750 shares of
common stock exercisable for a period of one year at a price per share of $1.50
and warrants to purchase 83,750 shares of common stock exercisable for a period
of three years at a price per share of $2.00. The fair value ascribed to the
warrants was $112,560 based on the Black-Scholes option-pricing model and such
amount was recorded as interest expense and as an increase to additional paid-in
capital.

NOTE 7: Loans Payable

On January 22, 2001, the Company issued a $50,000 promissory note to an
individual. The note had a maturity date of May 18, 2001 with interest accruing
at the rate of 10% per annum. On August 6, 2001, the note was amended such that
the principal and accrued interest was due October 15, 2001 and the interest
would accrue at 12.5% per annum effective July 31, 2001. The outstanding
principal plus accrued interest was $55,223 at December 31, 2001, and is payable
on demand.

On August 15, 2001, the Company issued a $50,000 promissory note to a third
party. The note had a maturity date of November 30, 2001 with interest accruing
at the rate of 12% per annum. The outstanding principal plus accrued interest
was $52,268 at December 31, 2001. On March 13, 2002, the note and related
accrued interest was converted into 53,452 shares of the Company's common stock.



<PAGE>


On November 2, 2001, the Company issued a $37,000 promissory note to a third
party. The note had a maturity date of November 30, 2001 with interest accruing
at the rate of 12% per annum. The outstanding principal plus accrued interest
was $37,718 at December 31, 2001. On March 15, 2002, the note and related
accrued interest was converted into 38,606 shares of the Company's common stock.

NOTE 8: Lease Commitments

GrowthExperts leased three offices in the province of British Columbia, Canada.
The leases had expiration dates ranging from July 2003 through March 2006. Rent
expense under the agreements totaled $265,201, $121,243 and $17,950 for the
years ended December 31, 2001, 2000 and 1999.

On December 5, 2001, by virtue of GrowthExperts filing an assignment into
bankruptcy, the above described lease agreements were effectively transferred to
the bankruptcy trustee.

NOTE 9: Securities Issues

On July 9, 2001, the Company completed the acquisition of GrowthExperts for
total consideration of 9,750,000 exchangeable shares of the Company's $.001 par
value common stock. The acquisition also provided for the further issuance of an
additional 750,000 exchangeable shares on October 7, 2001 due to the Company's
failure to raise an additional $750,000 in gross proceeds within 90 days of
closing the acquisition. The exchangeable shares were exchangeable at any time,
at the holder's option, for shares of the Company's common stock on a
one-for-one basis.

In July and August of 2001, the Company sold 358,000 shares of common stock for
an aggregate price of $358,000 to three investors. In connection with this sale,
the Company issued one-year warrants to purchase 179,000 shares of common stock
at an exercise price of $1.50 per share and three-year warrants to purchase
179,000 shares of common stock at an exercise price of $2.00 per share. In
connection with this sale, the Company granted the investors certain
registration rights with respect to 358,000 shares of the common stock and the
underlying shares to be issued upon the exercise of the above described
warrants.

On August 21, 2001, the Company issued 15,000 shares of Common Stock to a third
party pursuant to an agreement executed on the same day. In connection with the
issuance, the Company recorded compensation expense of $22,350 and an increase
to additional paid-in capital, representing fair market value ascribed to
issuance.

NOTE 10: Stock Options

The Company implemented a stock option plan ("the Plan") on July 1, 1999 for the
benefit of its officers, directors and key employees. Under the terms of the
Plan, the Company is authorized to grant options to purchase up to 1,000,000
shares of common stock. In addition, on July 9, 2001, the Company agreed to
assume all options outstanding in GrowthExperts on amended terms which were
issued outside of the Plan.
                                                                Weighted
                                              Number of          Average
                                                Shares        Exercise Price
--------------------------------------------------------------------------

Options outstanding at January 1, 1999
   (Inception)                                        -      $       -
Options granted                                 265,601            0.005
--------------------------------------------------------------------------

<PAGE>


Options outstanding at December 31, 1999        265,601            0.005
Options granted                               2,659,368            0.109
Options exercised                              (230,630)           0.000002
Options expired                                 (19,131)           0.00001
--------------------------------------------------------------------------

Options outstanding at December 31, 2000      2,675,208      $     0.11

Options granted                               2,422,283            0.95
Options exercised                            (3,773,789)           0.002
Options expired                                (369,931)           1.75
--------------------------------------------------------------------------
Options outstanding at December 31, 2001        953,771      $     1.95
--------------------------------------------------------------------------

Options exercisable at December 31, 2001        794,108      $     1.76
--------------------------------------------------------------------------

As a result of the Company granting in the money options to its officers,
directors and non-employees, the Company recognized stock-based employee
compensation of $1,656,035, $2,126,005 and $71,095 for the years ended December
31, 2001, 2000 and 1999.

The following table summarizes information about stock options outstanding and
exercisable under the Plan and outside the Plan at December 31, 2001:

Options Outstanding:

                    |----Options Outstanding----|  |---Options Exercisable---|
                     Number        Number
                   Outstanding   Weighted   Weighted Exercisabl Weighted
                      as of      Average    Average  as of     eAverage
     Range of       December   Contractual  Exercise December  Exercise
  Exercise Price    31, 2001       Life      Price   31, 2001    Price
--------------------------------------------------------------------------

 $ 0.0034 - $1.34   487,294        8.19      $ 0.67   487,594    $0.67
  $2.00 - $6.00     466,477        7.29      $ 3.29   306,514     $3.51
--------------------------------------------------------------------------

   $ 0.67 - 6.00    953,771         7.69      $1.95   794,108     $1.76
--------------------------------------------------------------------------

The fair value of each stock option is estimated on the date of grant using the
minimum value pricing model with the following assumptions:


Year ended December 31,                         2001            2000
--------------------------------------------------------------------------
Dividend yield                                      0%             0%
Risk-free interest rate                          2.23%          5.85%
Expected volatility                            127.78%          0.00%
Expected life (years)                             8.2             9.4
Weighted average fair value of stock
options granted                              $    2.55       $   3.74
--------------------------------------------------------------------------

Under the accounting provisions of SFAS 123 for options granted to employees and
directors, the Company's net loss and loss per share since inception of the Plan
would have been adjusted to the pro forma amounts as indicated below.



<PAGE>




Year ended December 31,                           2001         2000
-----------------------------------------------------------------------
Net loss                                               0%          0%
  As reported                                 $(2,054,795)  $(2,711,583)
  Pro forma                                   $(2,158,184)  $(2,837,862)
-----------------------------------------------------------------------

Loss per share -
basic and   diluted
  As reported                                      (.16)         (.48)
  Pro forma                                        (.17)         (.50)
-----------------------------------------------------------------------

Subsequent to year end, former officers and directors released the Company of
all their interest or claims to any stock options, vested or unvested, including
537,000 vested options existing as of December 31, 2001.

NOTE 11: Stock Warrants

On March 17, 2000, the Company entered into an agency agreement, and issued
50,000 warrants exercisable at $14.50 for a period up to five years as
consideration for signing the agreement. In July and August 2002, the Company
issued warrants in conjunction with certain investors who purchased shares of
the Company's common stock.

The following table summarizes information about warrants outstanding as of
December 31, 2001:

Grant Date             Warrant Shares      Price      Expiration
                                                         date
------------------------------------------------------------------------

August 17, 2001            50,000         $  1.50   August 17, 2002

August 17, 2001            50,000         $  2.00   August 17, 2004
July 9, 2001              212,750         $  1.50   July 9, 2002
July 9, 2001              212,750         $  2.00   July 9, 2004
March 17, 2000             50,000         $ 14.50   March 17, 2005
------------------------------------------------------------------------
March 17, 2000            575,500
------------------------------------------------------------------------

NOTE 12: Income Taxes

The  Company  recorded  no  provision  for  income  taxes  as  it  has  incurred
substantial net operating losses for which management  cannot establish that the
future  benefit of these net  operating  losses will be realized by the Company.
Furthermore,  the net operating  losses  incurred by the Company's  wholly-owned
operating  subsidiary were included in the assets  transferred to the bankruptcy
trustee on December 5, 2001. Net losses incurred by the Company, excluding those
of its bankrupt subsidiary,  were minimal and have been fully reserved through a
valuation  allowance  provided by the Company.  No other  deferred tax assets or
liability exists as of December 31, 2001.

NOTE 13: Related Party Transactions

During 2001, GrowthExperts retained certain key employees under employment
agreements with payments totaling $40,417 per month until December 5, 2001, when
GrowthExperts filed an assignment into bankruptcy. The expense of these
agreements totaled $410,211, $167,600 and $27,259 for the years ended December
31, 2001, 2000 and 1999. At December 31, 2001, the amounts owing under the
employment agreements had been transferred to the bankruptcy trustee.


<PAGE>


The Company retained two key members of the Company's management under informal
consulting agreements with payments totaling $10,500 per month. The expense of
these informal agreements totaled $40,500 for the period from July 9, 2001 to
December 31, 2001. At December 31, 2001, $84,500 was due to related parties for
past services rendered under these informal agreements.

The Company advanced $536,973 to GrowthExperts during the year ended December
31, 2001, of which $150,000 was advanced prior to the acquisition of
GrowthExperts. The Company recorded a provision for these advances as
collectibility was deemed unlikely after GrowthExperts' assignment into
bankruptcy. Furthermore, subsequent to year end, the Company agreed to release
certain exchangeable shareholders and certain former management of GrowthExperts
from any and all obligations arising from, or in any way related to, the
Amalgamation Agreement in exchange for the cancellation of the 10,500,000
exchangeable shares and related voting rights held by the exchangeable
shareholders.

NOTE 14: Subsequent Events

On February 11, 2002, the Company entered into a letter of intent to acquire
Sharps Elimination Technologies Inc. ("SETI"), a Delaware corporation based in
Oxford, Mississippi that is focused on the prevention of needlestick injuries
through the use of its exclusive license to develop, manufacture and sell the
Needle-Ease(TM) device. Under the terms of the letter of intent, the Company
will issue approximately 15,800,000 shares of its common stock in consideration
for all of the issued and outstanding shares of capital stock of SETI. Following
the closing of the transaction with SETI, SETI's former shareholders will
control approximately 65% of the Company.

On March 25, 2002, the Company and SETI executed and closed a stock purchase
agreement for the Company to contingently acquire all of the issued and
outstanding equity securities of SETI in exchange for 15,800,000 contingent
shares of common stock of the Company. The release of these contingent shares
from escrow is contingent upon SETI meeting certain earnout conditions, which
amongst other conditions, requires SETI to sell at least 6,000 of its model
3500P devices by the first anniversary date of the closing date of the stock
purchase agreement. Should SETI not meet the conditions imposed by the stock
purchase agreement to release the 15,800,000 contingent common shares of the
Company from escrow, these shares will be returned to the Company for
cancellation and all the shares of SETI received by the Company in this
transaction will be returned to the former SETI shareholders.

Also on March 25, 2002, the Company sold 100,000 shares of common stock for an
aggregate of $100,000 to one investor. In connection with this sale, the Company
issued one-year warrants to purchase 50,000 shares of common stock at an
exercise price of $1.50 per share and three-year warrants to purchase 50,000
shares of common stock at an exercise price of $2.00 per share. In connection
with this sale, the Company granted the investors certain registration rights
with respect to 100,000 shares of the common stock and the underlying shares to
be issued upon the exercise of the above described warrants.

Subsequent to December 31, 2001, trade payables totaling $150,418, including
$95,200 due to former directors and officers of the Company for past services
and expenses, were converted into 150,418 shares of the Company's common stock.

Subsequent to December 31, 2001, 691,163 stock options of the Company were
canceled, including 655,000 stock options held by directors and officers of the
Company as at December 31, 2001.

On March 21, 2002, the Company received a short term loan in the amount of
$40,000. On April 9, 2002, the loan was converted into 40,000 shares of the
Company's common stock.


<PAGE>


NOTE 10: Quarterly Financial Data (Unaudited)


                               -----------------------------------------
                                  First     Second    Third    Fourth
                                 Quarter    Quarter  Quarter   Quarter
                               -----------------------------------------

2001

Net loss before discontinued    $    -    $    -    $ 394,497  $ 612,685
operations........
Net loss per share before
discontinued operations -         0.00      0.00         0.03       0.05
basic and diluted......
Net loss (gain) from         $ 304,965 $2,140,573    $543,292  $(1,941,217)
discontinued operations..
Net loss  (gain) per share
from discontinued operations      0.02       0.17        0.04       (0.15)
- basic and diluted........
Net loss.................... $ 304,965 $2,140,573    $937,789  $(1,328,532)
Net loss per share - basic        0.02       0.17        0.07        (0.10)
and diluted...........

2000

Net loss  before  discontinued      $    -    $    -   $    -    $    -
operations........
Net  loss  per  share   before
discontinued    operations   -        0.00      0.00     0.00      0.00
basic and diluted....................
Net loss from discontinued        $ 96,062 $ 228,368 $178,745 $2,208,408
operations..........
Net   loss  per   share   from
discontinued    operations   -        0.02      0.04     0.03       0.39
basic and diluted...................
Net loss.......................   $ 96,062 $ 228,368 $178,745 $2,208,408
Net  loss  per  share  - basic        0.02      0.04     0.03      0.39
and diluted...........
                               -----------------------------------------



<PAGE>





                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ASPi Europe, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

April 18, 2002.

                                    ASPI EUROPE, INC.


                                    By:  "Kelly Fielder"
                                        --------------------------------
                                    Kelly Fielder, President and Chief Executive
Officer




   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report to be signed by the following persons on behalf of ASPi Europe, Inc. in
the capacities and on the dates indicated.



 Signature                  Title                             Date


 /s/ Kelly Fielder                                         Chairman of the Board
 ------------------------
 of Directors  April 18, 2002
 Kelly Fielder