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 [FEE REQUIRED] For the fiscal year ended December 31, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 [NO FEE  REQUIRED]  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
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)


                               1940 West 11th Ave.
                      Vancouver, British Columbia, V6J 2C6
                                     Canada
                    (Address of principal executive offices)

                                 (604) 687-7661
              (Registrant's telephone number, including area code)

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

Title of each class to be so         Name of each exchange on which each class
registered                           is to be registered
-------------------------------     -------------------------------------------
            NONE                                      NONE

Title of each class to be so         Name of each exchange on which each class
registered                           is to be registered


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

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

                                 Not Applicable
-------------------------------------------------------------------------------
                                (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 December 31, 2000 was  approximately  $8,235,204.  The number of shares of
the registrant's common stock issued and outstanding as of December 31, 2000 was
7,172,647.


<PAGE>



                                ASPI EUROPE, INC.
                          2000 Form 10-K Annual Report

                                Table of Contents


<TABLE>

                                                                                             Page
                                     PART I
<S>                                                                                           <C>
Item 1.  Business.............................................................................1
Item 2.  Properties...........................................................................7
Item 3.  Legal Proceedings....................................................................7
Item 4.  Submission of Matters to a Vote of Security Holders..................................7

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters................7
Item 6.  Selected Financial Data..............................................................8
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations .......................................................................9
Item 7a. Quantitative and Qualitative Disclosures about Market Risk..........................14
Item 8.  Financial Statements and Supplementary Data.........................................14
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure................................................................14

                                    PART III

Item 10. Directors and Officers of the Registrant............................................15
Item 11. Executive Compensation..............................................................17
Item 12. Security Ownership of Certain Beneficial Owners and Management......................20
Item 13. Certain Relationships and Related Transactions......................................21

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.....................22
</TABLE>



<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 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 proposed  acquisition
of Digital  Snaps Inc.  ("DSI")  include,  but are not limited to: DSI'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,  the Company's ability to
protect DSI's intellectual property rights 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")  is a  development  stage  company that was
incorporated in the State of Florida on August 17, 1984,  under the name of AIDA
Industries,  Inc. The Company began  operations in January of 1999, and on March
24, 1999, the Company  changed its name from AIDA  Industries,  Inc. to Shopping
Sherlock, Inc.

On May 26, 1999, the Company entered into an acquisition agreement with Shopping
Sherlock,  Inc. ("SSI"), a Delaware  corporation,  for the purpose of developing
and  implementing  its  website  hosting  and  e-business  services  as  well as
developing  its own  e-commerce  website  to sell  consumer  products  over  the
Internet through  discounts and purchase  rebates to its customers.  The Company
acquired all of the issued and outstanding  common stock of SSI in consideration
for the issuance of a total of 2,000,000 shares of the Company's common stock to
the  stockholders  of SSI,  which  primarily  consisted  of  Premier  Lifestyles
International Corporation, a California corporation ("PLIC"), and Stewart Family
Partners (the  "Partnership").  At the time of the acquisition,  the controlling
shareholder of SSI was Richard  Stewart ("Mr.  Stewart") and, as a result of the
acquisition,  Mr. Stewart became a director and 20%  shareholder of the Company.
At the time of the  acquisition,  Mr.  Stewart was also the  President and Chief
Executive Officer of PLIC.

Due to a lack of working capital and  disappointing  financial results in fiscal
year 1999, however,  the Company's board of directors decided on January 2, 2000
that it would cease its website  hosting and e-business  services as well as its
e-commerce  operations.  The  Company's  operations  did not  generate  material
traffic or revenues in the fiscal year ended  December 31, 1999, and its efforts
to raise  additional  significant  sources of capital  were  unsuccessful.  As a
result,  the  Company  decided to  conserve  its  remaining  cash  reserves  and
terminated  office  leases,   reduced  staff,   terminated  all  management  and
consulting  contracts,  and significantly  reduced resources directed at keeping
its e-commerce site operational.

On  January  27,  2000,  the  Company  entered  into the  Stock  Redemption  and
Settlement Agreement (the "Redemption Agreement") with PLIC, the Partnership and
Mr.   Stewart   under  which  the  Company   agreed  to  transfer  a  worldwide,
non-exclusive,  perpetual,  fully-paid-up  license  to use,  distribute  or make
derivative  works from the  Company's  software  designed  to  operate  and host
websites  in  consideration  for  the  redemption  of  2,000,000  shares  of the
Company's  common  stock that PLIC and the  Partnership  owned or had a right to
purchase.

At a Special  Meeting of  Shareholders  held on March 14,  2000,  the  Company's
shareholders  approved the terms of the  Redemption  Agreement and, as a result,
the 2,000,000  redeemed shares of common stock were thereafter deemed authorized
but unissued shares of the Company pursuant to Florida law. The software license
had a deemed value of  approximately  $350,000 based on the actual  expenditures
incurred by the Company to develop the software in fiscal year 1999.

Due to the  Company's  lack of success in  launching  its  website  hosting  and
e-business services as well as its e-commerce  business,  the Company decided to
change its  business  focus and explore the  possibility  of  acquiring a viable
operating company in the information technology or software industries. On March
8,  2000,  the  Company  announced  that it  entered  into a letter of intent to
acquire all of the issued and outstanding  equity securities of it-softdialog AG
("ITAG"),  an established  information  technology  consulting  company with its
headquarters in Germany. In anticipation of the closing of the proposed




                                       1
<PAGE>

acquisition of ITAG, at a Special Meeting of  Shareholders  held on May 2, 2000,
the  Company  received  shareholder  approval  to change its name from  Shopping
Sherlock, Inc. to ASPi Europe, Inc. On May 5, 2000, the Company changed its name
to ASPi Europe,  Inc. On May 18, 2000,  the Company  announced that the proposed
acquisition  would not proceed  according  to the terms of the letter of intent,
and soon thereafter both parties agreed to terminate any further negotiations.

On July 5, 2000, the Company announced that it had entered into separate letters
of intent to acquire all of the issued and outstanding equity securities of Blue
Dragon  Technologies  GmbH, a web-based  software  solutions  consulting company
located in Germany, and WebTech Ltd., an information technology business located
in  Bulgaria  (the  "Target  Companies"),  which  are  both  owned  by the  same
shareholders.  On September  1, 2000,  the Company  announced  that it would not
proceed with the acquisition of the Target Companies.

At the Annual Meeting of Shareholders  held on September 26, 2000, the Company's
shareholders  approved the  redomicile of the Company's  place of  incorporation
from Florida to Delaware by merging the Company with and into its newly created,
wholly-owned  subsidiary ASPi Europe, Inc., a Delaware corporation.  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.

Plan of Operation

Since entering into the Redemption  Agreement with PLIC, the Partnership and Mr.
Stewart  on January  27,  2000,  the  Company  has  ceased  all of its  business
operations  and has explored  the  possibility  of acquiring a viable  operating
company in the information technology or software industries.

On January 12,  2001,  the Company  announced  that it entered  into a letter of
intent to acquire all of the issued and outstanding equity securities of Digital
Snaps Inc., a Vancouver,  British  Columbia-based  application  service provider
("DSI"),  which offers  applications  that  facilitate  the flow of  information
between  manufacturers  and  retailers.  The  tentative  terms for the  proposed
acquisition  involve the Company  issuing up to 21,350,000  shares of its common
stock in consideration  for all of the issued and outstanding  shares of capital
stock of DSI.  The Company has also  committed to raise at least $1.0 million in
gross  proceeds  to the  Company  through  a  private  placement  of its  equity
securities  prior to closing the  proposed  transaction.  Under the terms of the
proposed transaction,  it is anticipated that some of the executives of DSI will
assume  senior  executive  positions  and will be  invited  to join the board of
directors of the Company.

The Company has sufficient working capital to sustain current minimum operations
through March 2001,  and it anticipates  that it will have to raise  substantial
additional  funds to complete the proposed  acquisition of DSI and continue as a
going concern.  The Company  anticipates that it will require an additional $4.0
million  in order to fund the  proposed  acquisition  of DSI as well as fund its
operations over the next twelve (12) months. If the proposed  acquisition of DSI
is not  completed,  the  Company  anticipates  it would  require  an  additional
$120,000 to fund its  operations  over the next twelve  (12)  months,  which the
Company  would seek to raise 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 is currently exploring various financing alternatives, including the
possibility  of an  additional  private  equity  offering.  The  closing  of the
proposed  acquisition  is  subject  to certain  conditions,  including,  but not
limited to, negotiation and completion of a definitive agreement and the receipt
of the  necessary  financing.  There can be no  assurance  that the  transaction
contemplated will be completed. See




                                       2
<PAGE>

"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

The Company  currently  has no business  operations  and has not  generated  any
material revenues to date. If the proposed  acquisition of DSI is not completed,
the Company does not currently have an alternative  transaction to consider with
another  viable  operating  company.  Furthermore,  even if the  transaction  is
completed, there can be no assurance that the Company will generate any material
revenues in the future. See "Risk Factors."

Risk Factors

Risks to the Company related to its current business situation

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.

The Company has abandoned its business  operations,  which makes it difficult to
predict its future performance.

The Company commenced operations in January 1999, and subsequently abandoned its
business  operations in January 2000.  The Company is currently  negotiating  to
acquire an  operating  business  entity that is a digital  exchange  application
service provider.  The 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
business situation,  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.

The Company has a history of losses, expects future losses and may never achieve
profitability.

The  Company  has not  achieved  profitability  and expects to continue to incur
operating losses for the foreseeable  future. The Company incurred net losses of
$1,394,503,  $1,220,228 and $2,079 for the  respective  years ended December 31,
2000,  1999 and 1998.  The  Company has not had any  material  revenue in recent
years,  it 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,  if the Company plans to acquire an operating  business entity,  as is
proposed, its operating expenses will increase significantly.

The Company will need additional  financing to support its operations and may be
unable to obtain it on commercially reasonable terms, or at all.

The Company can satisfy its  current  cash  requirements  through  March 2001 at
current  minimum  levels.  Accordingly,   the  Company  must  raise  substantial
additional  funds to continue as a going  concern and to complete  the  proposed
acquisition  of DSI.  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  acquire  an  operating  business  entity as well as
continue as a going concern.

There is  uncertainty  regarding  the  Company's  ability to continue as a going
concern.

The Company has been in the development stage since its inception. It has had no
significant operating revenues to date, has accumulated losses of $2,617,810 and
will require additional working capital to




                                       3
<PAGE>

sustain current  operations and complete any proposed future  acquisition.  This
raises  substantial  doubt as to the  Company's  ability to  continue as a going
concern.

The  Company  is  subject  to risks  as it makes  acquisitions  and  engages  in
strategic alliances.

As  part  of its  business  strategy,  the  Company  intends  to  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  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
continued  service and  performance of its senior  personnel:  Damon Poole,  the
Company's  President  and Chief  Executive  Officer,  and Patrick  McGrath,  the
Company's Chief Financial Officer,  Treasurer and Secretary. The Company intends
to hire additional  executives  should it acquire an operating  business entity.
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
any of the Company's  senior  management 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.

Many of the officers and directors of the Company  serve as directors,  officers
and/or employees of companies other than the Company.  For example,  Damon Poole
and Patrick McGrath,  the Company's Chief Executive  Officer and Chief Financial
Officer,  respectively,  currently  act  as  independent  consultants  to  other
companies. All of the Company's current officers devote, on average, at least 10
hours per week to 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.

Risks to the Company related to its proposed acquisition of DSI

The Company will be subject to certain risks related to the proposed acquisition
of DSI. These risks could cause actual results to differ materially from results
projected in any forward-looking  statement in this Annual Report.  There can be
no assurance that the Company will be able to successfully complete the proposed
acquisition of DSI.




                                       4
<PAGE>

DSI has a limited  operating  history,  which makes it  difficult to predict its
future performance.

DSI commenced  operations in September 1999. DSI, therefore,  has only a limited
operating  history upon which an evaluation of its business and prospects can be
based.  Prior to 1999,  DSI had no  operations  or revenues.  In  addition,  the
Company  expects  changes to occur in DSI should the Company  acquire DSI, as is
proposed,  as an operating business entity. As a result, in view of the evolving
nature of DSI's business and limited  operating  history,  the Company  believes
that period-to-period comparisons of DSI's financial results are not necessarily
meaningful  and  should  not be relied  upon as an  indication  of DSI's  future
performance.

DSI depends upon key personnel.

DSI is currently  dependent upon its senior  management,  board of directors and
consultants,  the loss of any of which may significantly  affect its performance
and  its  ability  to  carry  out  the  continued  successful   development  and
commercialization  of its  products  and  services.  Any  failure  to retain its
management,  directors and  consultants or to attract and retain  additional key
employees with necessary  skills could have a material adverse impact upon DSI's
and,   therefore,   the  Company's  growth  and  profitability.   Following  the
acquisition  of  DSI,  the  Company  will  be  required  to  recruit  additional
personnel,  expand its direct sales force, expand its customer support functions
and  train,  motivate  and  manage  its  employees.  Competition  for  qualified
personnel is intense and is expected to increase. There can be no assurance that
the  Company  will be able to recruit  the  personnel  required  to execute  its
programs or to manage these changes successfully.

DSI relies on key third party relationship to conduct its business.

DSI relies on key third party relationships.  These third parties are not within
the control of DSI,  and may not be obligated  to maintain  these  relationships
with  DSI  upon the  Company  acquiring  DSI.  The  loss of  these  third  party
relationships  could have a material  adverse effect on the Company's  business,
financial condition, operating results and cash flows.

The digital exchange  application  service provider market must continue to grow
and customers must continue to utilize the Company's products and services.

The overall  market for  digital  exchange  application  service  providers  has
experienced  significant  growth in recent years. There can be no assurance that
the market for DSI's existing or proposed  products or services will continue to
grow, that companies  within the industry will utilize its products or services,
or that  following the  acquisition  of DSI by the Company,  the Company will be
successful in independently  establishing  markets for its products or services.
If the various markets in which the Company's  products or services will compete
fail to grow, or grow more slowly than the Company currently anticipates,  or if
the  Company is unable to  establish  product  markets  for its new  products or
services,  the Company's business,  results of operation and financial condition
would be materially adversely affected.

Substantial  competition  exists in the  digital  exchange  application  service
provider market.

Substantial  competition  exists in the  digital  exchange  application  service
provider market.  Additional  competitors with greater financial,  technical and
marketing  resources than the Company may enter the market and  competition  may
intensify.  Current or future competitors may develop products that are superior
to the Company's  products or achieve greater market  acceptance due to pricing,
sales channels or other factors,  which could have a material  adverse effect on
the Company's business, financial condition, operating results and cash flows.




                                       5
<PAGE>

New technologies  must be integrated into the Company's  products if they are to
remain competitive.

The digital  exchange  application  service  provider market is characterized by
rapidly changing  technology and evolving industry standards.  Therefore,  it is
difficult  to predict  the rate at which the market for the  Company's  services
will grow,  if at all,  should it  acquire  DSI and enter the  digital  exchange
application  service provider market. If the market fails to grow, or grows more
slowly than anticipated, the Company's business, financial condition and results
of operations would be materially  adversely  affected.  Even if the market does
grow,  there can be no  assurance  that the  Company's  products  would  achieve
commercial  success.  The  Company  may find  itself  competing  in a market for
customers  against other  companies with much greater  financial,  marketing and
other  resources.  Such  competitors  may be able to institute and sustain price
wars, imitate the features of the Company's  applications or software, or reduce
prices, the Company's revenues and DSI's current share of the market.

The  Company's  products  must  continually  be  improved  if they are to remain
competitive.

Following  the  acquisition,  the  Company  will be at risk if it is  unable  to
continually  upgrade and improve DSI's  products and develop new  products.  The
information  technology  industry is  characterized by a constant flow of new or
improved  products,   which  quickly  render  existing  products  obsolete.  The
Company's  competitors may develop  technically  superior and comparably  priced
products, which would have a material adverse effect on the Company's prospects.

The Company must seek to protect DSI's intellectual property.

The Company considers the technology of DSI and its other intellectual  property
to be of value and  important  to its  business.  At this time,  the  Company is
unaware  whether  DSI relies on  copyright,  trademark  and trade  secret  laws,
non-disclosure  agreements  or other  contractual  provisions  to establish  and
maintain its intellectual  property  rights.  The Company is aware that DSI does
not have any patents or patent  applications  pending.  Despite DSI's efforts to
protect  its  proprietary  rights,  unauthorized  parties may attempt to copy or
obtain and use  information  that DSI  regards as  proprietary.  There can be no
assurance  that the steps  taken by DSI to protect its  proprietary  information
will  prevent  misappropriation  of such  information.  The  cost of  litigation
necessary to enforce DSI's proprietary rights may be prohibitive. Such steps may
not preclude  competitors  from  developing  confusingly  similar brand names or
promotional  materials or developing  products and services  similar to those of
DSI.

Although  the  Company  believes  that  DSI  has  the  right  to use  all of the
intellectual property incorporated in its products, third parties may claim that
DSI's  products  violate their  proprietary  rights,  including  copyrights  and
patents. If any such claims are made and found to be valid, the Company may have
to reengineer  DSI's products or obtain  licenses from third parties to continue
offering its products. Any efforts to reengineer its products or obtain licenses
from third parties may not be successful  and could  substantially  increase the
Company's  costs and have a material  adverse effect on the business,  financial
condition and results of operations of the Company.

The  proposed  acquisition  of DSI will  involve 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.

Stockholders  of the Company will likely suffer a substantial  decrease in their
percentage  ownership  interest  in the  Company as a result of the  issuance of
additional  shares  of  capital  stock  pursuant  to the  terms of the  proposed
acquisition of DSI. This decrease in the percentage  ownership  interest held by
the  Company's  current  stockholders  will  result  in  a  reduction  in  their
proportional voting power in matters




                                       6
<PAGE>

submitted to a vote of the Company's  stockholders  following the  completion of
the proposed acquisition of DSI.

Item 2.  Properties

The Company  terminated  its lease of office space  located at Two Union Square,
601 Union Street,  Suite 4200, Seattle,  Washington  effective December 1, 2000,
and currently has no leases outstanding.

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 2000.

                                     PART II

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

                           PRICE RANGE OF COMMON STOCK

The Company's common stock began trading on the NASD  Over-The-Counter  Bulletin
Board Market (the "OTCBB") on March 31, 1999 under the symbol "SSLK." On July 2,
1999,  the  Company  ceased  trading  on the  OTCBB  and  began  trading  on the
Over-The-Counter "Pink Sheets." On November 22, 1999, the Company's common stock
began  trading  on the OTCBB  after the  Company's  Form 10 was filed and became
effective with the Securities and Exchange Commission. 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,  on
March 6, 2000,  the  Company's  common  stock began  trading on the Berlin Stock
Exchange. The following is a summary of trading, on a calendar quarter basis, in
the Company's  common stock on the OTCBB and the "Pink  Sheets"  during 1999 and
2000:

                          The NASD OTC Bulletin Board

  --------------------------------------------------------------------
  Quarter Presented           High            Low           Volume
  --------------------------------------------------------------------
  1st Quarter -- 2000        $31.88          $3.00         5,065,900
  --------------------------------------------------------------------
  2nd Quarter -- 2000        $23.25          $6.00         3,171,600
  --------------------------------------------------------------------
  3rd Quarter -- 2000        $10.19          $1.50         2,793,200
  --------------------------------------------------------------------
  4th Quarter -- 2000         $3.94          $1.00         2,569,500
  --------------------------------------------------------------------

            The NASD OTC Bulletin Board and Pink Sheets

  --------------------------------------------------------------------
  Quarter Presented           High            Low            Volume
  --------------------------------------------------------------------
  1st Quarter --1999          $6.25          $5.00           190,000
  (on March 31, 1999)
  --------------------------------------------------------------------
  2nd Quarter -- 1999         $9.75          $5.62           727,100
  --------------------------------------------------------------------
  3rd Quarter -- 1999         $8.00          $2.25           167,150
  --------------------------------------------------------------------
  4th Quarter -- 1999        $15.00          $5.25           234,000
  --------------------------------------------------------------------




                                       7
<PAGE>

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 January 24,
2001,  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.

Section 4(2) Offering to Atlantic Trust

On July 12, 2000,  the Company  entered into a $100,000  convertible  promissory
note with an interest rate of 10% (the "Note") with Atlantic Trust.  All accrued
principal  and  interest on the Note was  convertible  at the option of Atlantic
Trust at 80% of the closing price of the  Company's  common stock on the date of
conversion.  On December 7, 2000,  Atlantic  Trust  converted  this note and the
related accrued  interest into 109,531 shares of Company's common stock pursuant
to the $1.19 closing price of the Company's common stock on that date.

These  securities  have been issued to Atlantic  Trust  pursuant to an exemption
from registration under Section 4(2) of the Securities Act. In relying upon such
exemption (i) the Company did not engage in any "general solicitation," (ii) the
purchaser  represented  and the  Company  reasonably  believed  that it had such
knowledge  and  experience  in  financial  matters  such that it was  capable of
evaluating  the merits and risks of the  prospective  investment and was able to
bear the economic  risk of such  investment,  (iii) the  purchaser  was provided
access to all  necessary  and adequate  information  to enable the  purchaser to
evaluate the financial risk inherent in making an investment, (iv) the offer was
part of agreement to repay a subordinate  convertible  note and as such was made
only to the purchaser,  and (v) the purchaser  represented that it was acquiring
the shares for itself and not for distribution.

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, 2000,  1999, and 1998 and the balance sheets data at December
31,  2000 and 1999  presented  below are  derived  from,  and are  qualified  by
reference to, the Company's financial statements, which appear elsewhere in this
Annual Report.

<TABLE>
                                                                  Year ended
                                                                 December  31,
                                        --------------------------------------------------------------
                                            2000         1999         1998        1997        1996
                                                                                           (unaudited)
                                        ------------ ------------ ----------- ------------ -----------
<S>                                     <C>          <C>           <C>         <C>          <C>
Statement of Operations Data:
  Operating expenses......              $1,633,658   $   107,243   $   2,079   $      --    $      --
  Net gain (loss) from
    discontinued operations.               239,155    (1,112,985)                     --           --
  Net loss for the period.              (1,394,503)   (1,220,228)     (2,079)         --           --
  Earnings (loss) per
   share of common stock..              $    (0.19)  $     (0.17)  $   (0.01)  $   (0.00)   $   (0.00)
  Weighted average shares
   outstanding............               7,528,985     7,229,461     445,833     100,000      100,000
                                        ---------------------------------------------------------------
</TABLE>



                                       8
<PAGE>

<TABLE>
                                                            As At December 31,
                                     -------------------------------------------------------------
                                        2000         1999        1998        1997         1996
                                                                                       (unaudited)
                                     ----------  ------------ ---------- ------------ ------------
<S>                                  <C>          <C>          <C>        <C>          <C>
Balance Sheet Data:
Cash and cash equivalents            $   1,217    $  93,127    $     --   $      --    $      --
Working capital
  (deficiency)...........             (291,113)    (168,826)         --          --           --
Total assets.............                3,347      237,828          --          --           --
Non-current liabilities..                   --           --          --          --           --
Stockholders' deficit....            $(291,113)   $ (82,728)   $     --   $      --    $      --
                                     -------------------------------------------------------------
</TABLE>


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

Overview

The Company was  incorporated in Florida on August 17, 1984, under the name AIDA
Industries,  Inc. The Company began  operations in January of 1999, and on March
24, 1999 changed its name from AIDA Industries, Inc. to Shopping Sherlock, Inc.

On May 26, 1999,  the Company  acquired all the issued and  outstanding  capital
stock of SSI, for the purpose of developing and implementing its website hosting
and e-commerce services as well as developing its own e-commerce website to sell
consumer  products over the Internet  through  discounts and purchase rebates to
its customers.  The Company acquired all SSI's common stock in consideration for
the issuance of a total of 2,000,000 shares of the Company's common stock to the
stockholders of SSI, which primarily  consisted of PLIC and the Partnership.  At
the time of the acquisition,  the controlling shareholder of SSI was Mr. Stewart
and,  as a result of the  acquisition,  Mr.  Stewart  became a director  and 20%
shareholder of the Company. At the time of the acquisition, Mr. Stewart was also
the President and Chief Executive Officer of PLIC.

Due to a lack of working capital and  disappointing  financial results in fiscal
year 1999, however,  the Company's board of directors decided on January 2, 2000
that it would cease its website  hosting and e-business  services as well as its
e-commerce  operations.  The  Company's  operations  did not  generate  material
traffic or revenues in the fiscal year ended  December 31, 1999, and its efforts
to raise  additional  significant  sources of capital  were  unsuccessful.  As a
result,  the  Company  decided to  conserve  its  remaining  cash  reserves  and
terminated  office  leases,   reduced  staff,   terminated  all  management  and
consulting  contracts,  and significantly  reduced resources directed at keeping
its e-commerce site operational.

On January 27, 2000,  the Company  entered into the  Redemption  Agreement  with
PLIC, the Partnership and Mr. Stewart under which the Company agreed to transfer
a worldwide, non-exclusive,  perpetual, fully-paid-up license to use, distribute
or make  derivative  works from the Company's  software  designed to operate and
host websites in  consideration  for the redemption of  approximately  2,000,000
shares of the Company's common stock that PLIC and the Partnership  owned or had
a right to purchase.

At a Special Meeting of Shareholders held on March 14, 2000, the shareholders of
the Company approved the terms of the Redemption Agreement and, as a result, the
2,000,000  redeemed shares of common stock were thereafter deemed authorized but
unissued shares of the Company pursuant to Florida law. The software license had
a deemed  value of  approximately  $350,000  based  on the  actual  expenditures
incurred by the Company to develop the software in fiscal year 1999.




                                       9
<PAGE>

Due to the  Company's  lack of success in  launching  its  website  hosting  and
e-business services and its e-commerce operations, the Company decided to change
its business focus and explore the  possibility of acquiring a viable  operating
company in the information technology or software industries.  On March 8, 2000,
the Company  announced that it entered into a letter of intent to acquire all of
the issued and  outstanding  equity  securities of ITAG. In  anticipation of the
closing  of  the  proposed   acquisition  of  ITAG,  at  a  Special  Meeting  of
Shareholders held on May 2, 2000, the Company received  shareholder  approval to
change its name from  Shopping  Sherlock,  Inc. to ASPi  Europe,  Inc. On May 5,
2000,  the Company  changed its name to ASPi Europe,  Inc. On May 18, 2000,  the
Company  announced that the proposed  acquisition would not proceed according to
the terms of the letter of intent,  and soon  thereafter  both parties agreed to
terminate any further negotiations.

On July 5, 2000, the Company announced that it had entered into separate letters
of intent to acquire all of the issued and outstanding  equity securities of the
Target Companies.  On September 1, 2000, the Company announced that it would not
proceed with the acquisition of the Target Companies.

At  the  Annual  Meeting  of  Shareholders  held  on  September  26,  2000,  the
shareholders  approved the  redomicile of the Company's  place of  incorporation
from Florida to Delaware by merging the Company with and into its  newly-created
wholly-owned  subsidiary ASPi Europe, Inc., a Delaware corporation.  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 January 12,  2001,  the Company  announced  that it entered  into a letter of
intent to acquire all of the issued and  outstanding  equity  securities of DSI.
The tentative terms for the proposed  acquisition involve the Company issuing up
to 21,350,000  shares of common stock in consideration for all of the issued and
outstanding  shares of capital  stock of DSI. The Company has also  committed to
raise at least $1.0 million in gross  proceeds to the Company  through a private
placement of its equity  securities  prior to closing the proposed  transaction.
Under the terms of the proposed transaction,  it is anticipated that some of the
executives of DSI will assume senior executive  positions and will be invited to
join the board of directors of the Company.

The Company anticipates that it will require an additional $4.0 million in order
to fund the proposed  acquisition of DSI as well as fund its operations over the
next twelve (12) months.  If the proposed  acquisition  of DSI is not completed,
the Company  anticipates  it would  require an  additional  $120,000 to fund its
operations  over the next twelve (12)  months,  which the Company  would seek to
raise through either a private debt or equity  offering..  The Company currently
has sufficient working capital to support its current minimum operations through
March 2001.

The Company is currently exploring various financing alternatives, including the
possibility of an additional private equity offering. 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.  If the Company is
unable to obtain the financing  necessary to support its operations,  its may be
unable to continue as a going concern.

The Company  currently  has no business  operations  and has not  generated  any
material revenues to date. If the proposed  acquisition of DSI is not completed,
the Company does not currently have an alternative  transaction to consider with
another  viable  operating  company.  Furthermore,  even if the  transaction  is
completed, there can be no assurance that the Company will generate any material
revenues in the future.




                                       10
<PAGE>

Results of Operations

The Company was formed on August 17, 1984, but did not commence operations until
January  1999.  The  Company  incurred  expenses  of $1,000  during the  initial
incorporation  in 1984,  and did not incur any further  expenses until 1998 when
$2,079 was incurred by the Company for  professional  fees in preparing  audited
financial statements. Accordingly,  discussions of periods prior to January 1999
have not been included.

In May  1999,  the  Company  acquired  SSI,  which  had been  inactive  from its
inception to May 31, 1999. On June 1, 1999, the Company  transferred  all of its
business  operations  to SSI. In January  2000,  SSI became  inactive  after the
Company ceased all of its business operations.  All administrative  functions of
the Company and the  subsidiary  are, and will continue to be,  performed by the
Company.

For the Year Ended  December  31, 2000  Compared to the Year Ended  December 31,
1999

Net Loss From  Discontinued  Operations.  The Company ceased all of its business
operations  on January 2, 2000 and,  as a result,  has  combined  all  operating
revenues  and  expenses  related to the  previous  business  under  discontinued
operations.  The Company  incurred a net gain from  discontinued  operations  of
$239,155  for the year ended  December  31,  2000,  compared  with a net loss of
$1,112,985 for the year ended December 31, 1999.

The amounts included in net loss from discontinued  operations include a gain on
the sale of a software license of $350,000 for the year ended December 31, 2000,
compared  with no gain on the  sale of  software  licenses  for the  year  ended
December 31, 1999. The Company generated no revenue from discontinued operations
for the year ended December 31, 2000,  compared with revenues from  discontinued
operations of $46,113 for the year ended December 31, 1999. The Company incurred
$15,812 related to the cost of revenue incurred from discontinued operations for
the year ended  December  31,  2000,  compared  with  $11,931 for the year ended
December  31,  1999.  The  Company  incurred  $10,979 for  technical  and system
development  expenses from  discontinued  operations for the year ended December
31, 2000, compared with $345,058 for the year ended December 31, 1999. Sales and
marketing expenses from discontinued  operations amounted to $5,305 for the year
ended December 31, 2000,  compared with $152,037 for the year ended December 31,
1999. The Company incurred $42,884 for general and administrative  expenses from
discontinued  operations  for the year ended  December 31, 2000,  compared  with
$554,396 for the year ended  December  31, 1999.  The Company also wrote off the
$35,865  remaining  unreserved  balance  of a loan to a third  party in the year
ended December 31, 2000, as management determined the loan to be uncollectable.

Technical and system development  expenses from discontinued  operations consist
primarily  of expenses  incurred  for the  development  and  maintenance  of the
software  required to support the Company's  online stores,  including  employee
compensation  and the cost of developing and improving  store content,  Internet
connectivity and operations.  The significant  costs were payroll and consulting
expenses of $7,637 for the year ended December 31, 2000,  compared with $246,109
for the year ended December 31, 1999.

Sales and  marketing  expenses  from  discontinued  operations  consist of costs
associated  with designing and marketing the Company's  online  stores.  Payroll
expenses relating to merchandising,  helpdesk,  graphic design,  advertising and
promotion department employees were $2,970 for the year ended December 31, 2000,
compared with $123,826 for the year ended December 31, 1999.

General and  administrative  expenses from  discontinued  operations  consist of
management,   compensation,   rent  for  research  and  development  facilities,
professional  services,  and travel. Payroll expenses relating to management and
administrative  personnel  were  $2,257 for the year ended  December  31,  2000,
compared




                                       11
<PAGE>

with  $208,893  for the year ended  December 31,  1999.  Professional  fees were
$35,700 for the year ended  December 31, 2000,  compared  with  $214,386 for the
year ended December 31, 1999,  reflecting the cost of raising funds and entering
into the Redemption Agreement.  There were no travel and accommodation  expenses
for the year ended  December 31, 2000,  compared with $91,184 for the year ended
December 31, 1999.

General and  Administrative  Expenses  From  Continued  Operations.  General and
administrative expenses consist of rent, secretarial services, telephone expense
and other general corporate expenses.  General and administrative  expenses were
$409,299 for the year ended  December 31,  2000,  compared  with $72,474 for the
year ended December 31, 1999. This increase  reflected the substantial  increase
in  activity   related  to  the  review  and  evaluation  of  various   business
opportunities.  Professional  fees were $197,307 for the year ended December 31,
2000,  compared with no professional  fees for the year ended December 31, 1999.
The professional fees relate to the costs associated with the Company's periodic
reporting  obligations  and  proposed  acquisitions.  General  office  expenses,
including rent, telephone and courier expenses,  were $32,075 for the year ended
December 31, 2000,  compared with $72,474 for the year ended  December 31, 1999.
Management fees were $36,000 for the year ended December 31, 2000, compared with
no management  fees for the year ended December 31, 1999. The Company wrote down
the value of certain  fixed  assets and  recorded  a loss on their  disposal  of
$22,557 for the year ended December 31, 2000, compared with no loss for the year
ended December 31, 1999. Travel and accommodation  expenses were $30,868 for the
year ended December 31, 2000, compared with no travel and accommodation expenses
for the year ended December 31, 1999.  Non-cash  stock-based  compensation costs
were $68,334 for the year ended  December 31,  2000,  compared  with no non-cash
stock-based  compensation  costs  for the year  ended  December  31,  1999.  The
non-cash stock-based  compensation cost is due to the grant of 20,000 options to
management  of the  Company  during  the  first  quarter  of  2000.  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.

Financial consulting fees. A financial consulting fee of $1,156,000 was recorded
for the year ended December 31, 2000, compared with no financial consulting fees
for the year ended  December 31, 1999.  The fee is due to the issuance of 50,000
warrants to a financial consultant during the first quarter of the year pursuant
to an agency agreement whereby the financial consultant was to raise capital, on
a best efforts basis,  for the Company.  The fee represents the valuation of the
warrants  based on the Black  Scholes  method  as at  issuance.  This  amount is
presented as an addition to additional paid-in capital.

Depreciation  and  amortization.  During the year ended  December 31, 2000,  the
Company  wrote down the value of its fixed  assets to their  estimated  disposal
value  resulting in no  depreciation  or  amortization  expenses,  compared with
$6,146 in depreciation and amortization expenses for the year ended December 31,
1999.

Interest,  net. Net interest  costs were $68,359 for the year ended December 31,
2000,   including  $56,250  for  the  beneficial   conversion   feature  on  the
subordinated  convertible debt issued during this period, and $12,794 in accrued
interest on the notes  outstanding.  This  compares with $28,623 in net interest
costs for the year ended December 31, 1999, including $37,500 for the beneficial
conversion  feature  on the  subordinated  convertible  debt  issued  during the
period,  $616 in  accrued  interest  on the  notes  outstanding,  and  $9,483 in
interest income earned.

Income  Taxes.  The Company has not  generated  any taxable  income to date and,
therefore,  has not paid any federal income taxes since inception.  Deferred tax
assets created primarily from net operating loss  carryforwards  have been fully
reserved as  management is unable to conclude  that future  realization  is more
likely than not.




                                       12
<PAGE>

Liquidity and Capital Resources

As at December 31, 2000,  the Company's  consolidated  cash position was $1,217,
and the  consolidated  working  capital  deficit was  $291,113,  compared with a
consolidated cash position of $93,127 and a consolidated working capital deficit
of $168,826 as at December 31, 1999.

Since   inception,   the  Company  has  financed  its  operations  from  capital
contributions  from  shareholders  and the issuance of subordinated  convertible
notes or promissory  notes.  On January 21, 2000, the Company and the noteholder
of the $150,000  convertible  promissory note originally  issued on December 14,
1999 agreed to convert  this note into  63,116  shares of the  Company's  common
stock.  On May 17, 2000,  the Company issued a $125,000  convertible  promissory
note with a maturity  date of August 31, 2000 ("May 2000 Note").  On October 12,
2000,  the Company and the  noteholder  agreed in writing to extend the maturity
date of the May 2000 Note to July 31, 2001. On July 12, 2000, the Company issued
a $100,000  convertible  promissory  note with a maturity  date of July 31, 2001
("July 2000 Note").  On December 7, 2000, the Company and the noteholder  agreed
to convert the July 2000 Note, together with the accrued interest,  into 109,531
shares of the Company's  common stock. On January 22, 2001, the Company issued a
convertible promissory note in the amount of $50,000 with a maturity date of May
18, 2001. The Company  currently has sufficient  working  capital to support its
current minimum operations through March 2001.

The Company  anticipates  that it will require an additional $4 million in order
to close the proposed  acquisition of DSI and fund the operations of the Company
over the next twelve (12)  months.  If the  proposed  acquisition  of DSI is not
completed,  the Company  anticipates it would require an additional  $120,000 to
fund its operations over the next twelve (12) months. 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.  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 as revolving credit agreements or lines of credit
that could provide additional working capital.

Net cash used in operating  activities  was $341,410 for the year ended December
31, 2000, which includes a net loss of $1,394,503,  compared to $968,953 for the
year ended  December  31, 1999,  which  includes a net loss of  $1,220,228.  The
decrease in net cash used in operating  activities is due to the discontinuation
of operations.  The Company's current  operating  expenditures are approximately
$10,000 per month.

The Company had sales of capital  assets of $24,500 for the year ended  December
31,  2000,  compared  to capital  expenditures  of  $116,189  for the year ended
December 31,  1999.  The sale of assets  represented  the  remaining  assets the
Company held for disposition. Asset sales of $22,500 were made to a company with
a common officer and director of the Company.

On  December  1, 2000,  the Company  terminated  its lease for the office  space
located in  Seattle,  Washington.  The  Company is  currently  using space in an
office owned by one of the Company's  directors in Vancouver,  British  Columbia
for administrative purposes at no cost to the Company.

Recent Accounting Pronouncements

In June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  133,
"Accounting for Derivative  Instruments and Hedging  Activities." The statement,
as amended and  liberalized  by SFAS 138,  establishes  accounting and reporting
standards requiring that certain derivative instruments (including some types of
derivative  instruments  embedded in other contracts) be recorded in the balance
sheet as




                                       13
<PAGE>

either an asset or liability  measured at its fair value. The Statement requires
that unless specific hedge accounting  criteria are met, special  accounting for
qualifying  hedges  allows a  derivative's  gains and  losses to offset  related
results on the hedged item in the income statement,  and requires that a company
must formally  document,  designate and assess the effectiveness of transactions
that receive  hedge  accounting.  SFAS 133, as amended by SFAS 137 defining SFAS
133's  effective  date, is effective for fiscal years  beginning  after June 15,
2000,  and must be applied to instruments  issued,  acquired,  or  substantively
modified after December 31, 1997.

In March 2000, the Financial Accounting Standards Board released  Interpretation
("FIN")  No.  44,   "Accounting   for  Certain   Transactions   Involving  Stock
Compensation."  FIN 44  addresses  certain  practice  issues  related to APB 25,
"Accounting  for Stock  Issued to  Employees."  FIN 44 applies only to companies
that  have  chosen  not  to  adopt  SFAS  123,   "Accounting   for   Stock-Based
Compensation,"  for  transactions  with  employees.  Among other issues,  FIN 44
clarifies (a) the definition of an employee for purposes of applying APB 25, (b)
the criteria for determining whether a plan qualifies as a noncompensatory plan,
(c) the  accounting  consequence  of  various  modifications  to the  terms of a
previously  fixed stock option or award,  and (d) the accounting for an exchange
of stock compensation awards in a business combination. FIN 44 is effective July
1, 2000,  but certain  conclusions  in FIN 44 cover  specific  events that occur
after either  December  15, 1998 or January 12, 2000.  To the extent that FIN 44
covers events  occurring  during the periods after  December 15, 1998 or January
12, 2000, but before the effective date of July 1, 2000, the effects of applying
FIN 44 are recognized on a prospective basis from July 1, 2000.

The  adoption  of the above  accounting  pronouncements  did not have a material
effect on the Company's financial position or 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

On June 29,  1999,  at the  request of the  Company,  Barry L.  Friedman,  P.C.,
("Friedman") resigned as its accountant engaged to audit the Company's financial
statements.  Friedman's report on the financial  statements for the period prior
to such resignation did not contain any adverse  opinion,  disclaimer of opinion
or was  qualified  or modified  as to  uncertainty,  audit  scope or  accounting
principles.  During the period preceding such resignation,  Mr. Friedman and the
Company did not have any disagreements on any matter of accounting principles or
practices,  financial statement  disclosure or auditing scope or procedure.  The
decision to engage BDO Seidman,  LLP as the  Company's  accountant  to audit its
financial statements was recommended by the board of directors of the Company.





                                       14
<PAGE>

                                    PART III

Item 10.  Directors and Officers of the Registrant

The  following  table sets forth  certain  information,  as of January 23, 2001,
concerning the Company's executive officers,  directors and key employees of the
Company:

Name                    Age        Position with the Company
----                    ---        -------------------------
Damon Poole             29         President, Chief Executive Officer, Chairman
                                   and a Director
Patrick McGrath         29         Chief Financial Officer, Secretary, Treasurer
                                   and a Director
Raeanne Steele          47         Director

Damon Poole has served as the President,  Chief Executive Officer and a director
since June 2000. From December 1998 to the present, Mr. Poole has also worked as
an independent  venture  capitalist,  where he has been actively involved in the
structuring and funding of numerous technology ventures. Prior to December 1998,
Mr. Poole  served as a registered  representative  (stockbroker)  for  Canaccord
Capital  Corp.,  a former  Brink,  Hudson & Lefevre  division,  from May 1998 to
December 1998.  From November 1997 to May 1998, Mr. Poole served as a registered
representative  (stockbroker) for Pacific International Securities Ltd. Prior to
November 1997, Mr. Poole served as a registered representative (stockbroker) for
Whalen  Beliveau & Associates from November 1996 to November 1997. From November
1993  to  November  1996,  Mr.  Poole  served  as  a  registered  representative
(stockbroker) for C.M. Oliver & Company, Ltd.

Patrick  McGrath has served as the Chief  Financial  Officer and Secretary since
April 1999, Treasurer since March 2000 and a director since September 2000. From
May 16,  2000 to the  present,  Mr.  McGrath  has served as the Chief  Financial
Officer and a director of Apiva.com  Web  Corporation.  From January 1999 to the
present,   Mr.  McGrath  has  also  served  as  an  independent   consultant  to
Constellation  3D, Inc., an optical data storage  company.  From October 1996 to
March 1999,  Mr. McGrath worked as an accountant  with  International  Portfolio
Management,  a management  consulting  and accounting  services  firm.  Prior to
October 1996, Mr. McGrath served as an accountant for Vancouver Wharves, a grain
terminal  facility from February 1996 to October 1996. From July 1995 to October
1996,  Mr.  McGrath  served  as an  accountant  for  Open  Learning  Agency,  an
educational  institution.  Mr. McGrath  received his Bachelor of Commerce degree
from  Memorial  University  of  Newfoundland  in May 1995 and became a Certified
General Accountant in 1999.

Raeanne  Steele  served as the Executive  Vice-President  of Sales and Marketing
from January 1999 through  November 22, 2000, and as a director since June 1999.
From January 1990 to January 1999,  Ms.  Steele  served as a private  consultant
providing  contractual  services to the  private  and public  sector in business
development, market research, business planning, and communications.  Ms. Steele
received a Bachelor of Arts in Education  and Master in Business  Administration
from the University of Alberta.

On September 26, 2000, Jasbir Dhaliwal resigned as a director of the Company. On
June 16, 2000,  Philip Garratt resigned as President,  Chief Executive  Officer,
Chairman  and a director of the  Company.  On March 14,  2000,  Richard  Stewart
resigned as a director of the Company pursuant to the Redemption  Agreement.  On
March 2, 2000 Mitchell Eggers,  the Company's Chief Operating Officer and acting
Chief  Technology  Officer,  resigned  as part of the  Company's  new  corporate
strategy.

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




                                       15
<PAGE>

Bylaws of the Company. The executive 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, 1999,  all 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,  either failed to file, on a timely
basis, or have yet to file the required  beneficial  ownership  reports with the
Securities and Exchange Commission.

The initial  ownership  reports on Form 3 for options granted to purchase shares
of the Company's common stock under its 1999 Stock Option Plan (the "Plan") were
not filed,  on a timely basis,  with the Securities  and Exchange  Commission by
Philip Garratt,  Raeanne Steele,  Patrick Stewart,  Mitchell Eggers,  and Jasbir
Dhaliwal.  Although Damon Poole does not  beneficially own any securities of the
Company, he did not file, on a timely basis, an initial ownership report on Form
3 when he was appointed the President, Chief Executive Officer and a director of
the  Company.  An  initial  ownership  report  on Form 3 for the  shares  of the
Company's common stock  beneficially  held by Richard Stewart has not been filed
with the Securities and Exchange Commission to date by Mr. Stewart.

Statements  of changes in  beneficial  ownership on Form 4 were not filed,  on a
timely basis,  in connection  with the agreed upon reductions in options granted
to purchase  shares of common  stock under the Plan by Philip  Garratt,  Raeanne
Steele  and  Mitchell  Eggers,  who was  obligated  to file on Form 4 on two (2)
separate  occasions in connection with such agreed upon reductions.  A statement
of changes in beneficial  ownership on Form 4 was not filed,  on a timely basis,
by  Patrick  McGrath in  connection  with an option  granted to him to  purchase
shares of common  stock  under the Plan.  A statement  of changes in  beneficial
ownership on Form 4 in connection with the Company's redemption of the shares of
common  stock  beneficially  held by Richard  Stewart has not been filed to date
with the Securities and Exchange Commission by Mr. Stewart.

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.




                                       16
<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 upon the
completing  the  acquisition of DSI, two (2) directors will be appointed to fill
the vacancies on the Audit Committee.

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, 2000 and
December 31, 1999.

<TABLE>
                                       Summary Compensation Table
                                       --------------------------
                                                                                    Long-Term
                                                      Annual Compensation          Compensation
                                                      -------------------           Securities
Name and Principal Position                          Salary          Bonus       Underlying Options
---------------------------                          ------          -----       ------------------
<S>                                    <C>           <C>             <C>            <C>
Damon Poole (1)                         2000             - (2)          -                  -
President, Chief Executive Officer,
Chairman and a director
Philip Garratt (3)                      2000             - (4)          -                  -
President, Chief Executive Officer,     1999       $111,863(5)                       150,000
Chairman and a director
------------
</TABLE>

(1)  Mr. Poole was appointed Chief Executive Officer in June 2000.

(2)  Upon Mr. Poole's appointment as Chief Executive Officer, he agreed to serve
     in such capacity without receiving any compensation from the Company.

(3)  Mr. Garratt was appointed Chief Executive Officer in June 1999 and resigned
     in June 2000.

(4)  Upon the Company  ceasing all  business  operations  in January  2000,  Mr.
     Garratt agreed to serve as the Company's  Chief  Executive  Officer without
     receiving any compensation from the Company.

(5)  Includes  $20,000 paid to 5215 Holding Ltd., a company that Mr.  Garratt is
     the sole shareholder and serves as a director.


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, 2000. 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;




                                       17
<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.

<TABLE>
                                              OPTION GRANTS IN 2000

                                                 Individual Grants
                      ------------------------------------------------------------------------
                                                                                                  Potential Realizable
                           Number of           Percent of Total                                     Value at Assumed
                           Securities          Options Granted                                   Annual Rates of Stock
                        Underlying Options     to Employees in     Exercise Price    Expiration  Price Appreciation for
                            Granted            Fiscal Year (1)     (per share)(2)     Date            Option Term
                            -------            ---------------     --------------     ----            -----------
Name                                                                                                 5%           10%
----                                                                                              ---------------------

<S>                      <C>                    <C>                 <C>                <C>          <C>           <C>
Damon Poole                     -                    -                 -                -             -            -
Philip Garratt                  -                    -                 -                -             -            -
------------
</TABLE>

(1)  During 2000, options to purchase 20,000 shares were issued to employees and
     officers of the Company.

(2)  The  exercise  price per share  was equal to the fair  market  value of the
     Company's  common stock on the date of grant as  determined by the board of
     directors.


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, 2000 and the number of shares subject
to exercisable and unexercisable stock options held at December 31, 2000.

<TABLE>
                                       AGGREGATED OPTION EXERCISES IN 2000
                                           AND YEAR-END OPTION VALUES

                                                                      Number of
                                                                 Securities Underlying
                                                                  Unexercised Options           Value of Unexercised
                                                                          at                   In-the-Money Options at
                                      Shares                      December 31, 2000             December 31, 2000(1)
                                     Acquired                 --------------------------       -----------------------
                                        on        Value
Name                                 Exercise    Realized     Exercisable  Unexercisable     Exercisable   Unexercisable
----                                 --------    --------     -----------  -------------     -----------   -------------

<S>                                   <C>        <C>           <C>          <C>              <C>           <C>
Damon Poole                              -        $    -            -              -           $     -       $    -
Philip Garratt                           -        $    -            -              -           $     -       $    -
------------
</TABLE>

(1)  The value of unexercised in-the-money options at December 31, 2000 based on
     $1.16 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.




                                       18
<PAGE>

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.  No such grants of options were made to directors of the Company during
the year ended December 31, 2000.

Compensation Committee Interlocks and Insider Participation

The Company currently has not established a compensation committee. Damon Poole,
who was appointed  President and Chief Executive  Officer of the Company in June
2000; Philip Garratt, who was appointed President and Chief Executive Officer of
the Company in June 1999 and  resigned in June 2000;  Mitchell  Eggers,  who was
appointed  Chief  Operating  Officer of the Company in June 1999 and resigned in
March 2000;  Patrick  McGrath,  who was appointed  Chief  Financial  Officer and
Secretary  of the  Company in April 1999 and  Treasurer  of the Company in March
2000; and Raeanne Steele,  who was appointed  Executive  Vice-President of Sales
and  Marketing of the Company in January 1999 and resigned in November  2000 all
participated, during the last completed fiscal year, in the deliberations of the
board or  directors  regarding  executive  officer  compensation.  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




                                       19
<PAGE>

compensation  meets  certain  requirements.  The  Committee  is  aware  of  this
limitation and believes no compensation paid by the Company during 2000 exceeded
the $1 million limitation.

                                                    THE BOARD OF DIRECTORS
                                                    Patrick McGrath
                                                    Damon Poole
                                                    Raeanne Steele

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, 2000.

                               [Performance Graph]

                                      March 31, 1999          December 31, 2000
                                    ------------------        -----------------
  ASPi Europe, Inc.                    $100.00                     $  21.32
  Nasdaq Composite Index               $100.00                     $ 108.70
  Russell 2000 SmallCap Index          $100.00                     $ 121.11

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 December 31, 2000,
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.

<TABLE>

Directors, Named Executive Officers                    Number of Shares          Percent of Total
and 5% Stockholders(1)                              Beneficially Owned(2)         Shares Owned(3)
---------------------------------------------       ---------------------         ---------------
<S>                                                     <C>                        <C>
Damon Poole..............................                     -                          -
Patrick McGrath(4).......................                   33,000                       *
Raeanne Steele(5)........................                   75,000                     1.04%
All Directors and Officers as a group....                  108,000                     1.49%

*    Constitutes less than one percent (1%) of all issued and outstanding shares
     of the Company's common stock.

-------------
</TABLE>
(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




                                       20
<PAGE>

     stock subject to options currently  exercisable,  or exercisable  within 60
     days after  December 31, 2000,  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 December  31,  2000,  together  with the  applicable  options of such
     shareholder.

(3)  Based upon an  aggregate  of  7,172,647  shares of  Company's  common stock
     issued and outstanding as of December 31, 2000.

(4)  Represents  33,000  shares Mr.  McGrath has a right to acquire  pursuant to
     options exercisable within 60 days of December 31, 2000.

(5)  Represents  50,000 shares held by  Fathomworks  Industries  Inc. and 25,000
     shares Ms.  Steele has a right to acquire  pursuant to options  exercisable
     within 60 days of December 31, 2000.


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.

From January 1999 to December 31, 1999,  the Company  reimbursed  5215  Holdings
Ltd., a company for which Philip Garratt, the former Chief Executive Officer and
a director of the  Company,  is the sole  shareholder  and serves as a director,
$57,781  for  costs  associated  with  the  start-up  of the  Company's  product
development  office in  Vancouver.  The Company paid 5215  Holdings Ltd. rent of
$5,400 a month for the  premises in  Vancouver.  This was an informal  agreement
that was cancelled January 3, 2000.

On January 27, 2000,  the Company  entered into the  Redemption  Agreement  with
PLIC, the Partnership,  and Richard  Stewart,  a former director of the Company,
under  which  the  Company  agreed  to  transfer  a  worldwide,   non-exclusive,
perpetual,  fully-paid-up  license to use,  distribute or make derivative  works
from the Company's  software that operates certain websites in consideration for
the redemption of approximately  2,000,000 shares of common stock by the Company
that PLIC and the  Partnership  owned or had a right to  purchase.  At a Special
Meeting of Shareholders held on March 14, 2000, the shareholders approved of the
terms of the Redemption Agreement and, as a result, the approximately  2,000,000
shares of common stock of the Company that PLIC and the Partnership owned or had
a right to purchase  were  redeemed by the  Company and were  thereafter  deemed
authorized but unissued shares of the Company pursuant to Florida law.

On May 3, 2000,  the Company  agreed to sell the  remaining  fixed assets of the
Company to a company with whom Patrick  McGrath,  the Company's  Chief Financial
Officer,  Treasurer,  Secretary and a director, is an officer and director.  The
Company received gross proceeds of $22,500 from the sale of such assets.




                                       21
<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.......................................F-3
Consolidated Statement of Changes in Stockholders' Deficit..................F-4
Consolidated Statements of Cash Flows.......................................F-6
Notes to 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*        Letter of Intent dated March 8, 2000 by and among the registrant,
               Bernd Tiessen and Wolfgang Dertwinkel

   2.2*        Letter  of  Intent  dated  March  8,  2000  by  and  between  the
               registrant and Markus Gildner

   2.3**       Letter of Intent dated July 5, 2000 by and among the  registrant,
               Kai Stefan Dietrich and Sandro Schaefer

   2.4**       Letter of Intent dated July 5, 2000 by and among the  registrant,
               Kai Stefan Dietrich and Sandro Schaefer

   2.5         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.

   2.6         Agreement  and Plan of Merger dated as of December 7, 2000 by and
               between the registrant and ASPi Europe, a Delaware corporation

   3.1+        Certificate of Incorporation

   3.2+        Bylaws

 10.1*         Agency  Agreement  dated  March  15,  2000  by  and  between  the
               registrant and DJ Limited

 10.2*         Master Officer  Service  Agreement dated February 24, 2000 by and
               between the registrant and HQ Global Workplace, Inc.

 10.3*         Office Service  Agreement  dated February 24, 2000 by and between
               the registrant and HQ Global Workplace, Inc.

 10.4**        Credit  Facility  Agreement dated May 17, 2000 by and between the
               registrant and Manhattan Investments Incorporated

 10.5**        Credit Facility  Agreement dated July 12, 2000 by and between the
               registrant and Atlantic Trust

 10.6++        First Allonge to the  Promissory  Note dated May 17, 2000 made by
               the  registrant  in favor of Manhattan  Investments  Incorporated
               dated October 12, 2000



                                       22
<PAGE>

 Exhibit
 Number        Description
 ------        -----------

  10.7         Promissory  Note  dated  January  22,  2001  by and  between  the
               registrant and Ricardo Requena

  21.1         Subsidiaries of the registrant

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

*    Incorporated  by  reference  to the  Company's  Form 8-K filed on March 30,
     2000.
**   Incorporated  by reference to the  Company's  Form 10-Q filed on August 14,
     2000.
+    Incorporated  by  reference to the  Company's  Form 8-K filed on January 2,
     2001.
++   Incorporated  by reference to the Company's  Form 10-Q filed on November 8,
     2000.


4.  Reports on Form 8-K

     No reports on Form 8-K were filed during the fourth  quarter of fiscal year
     2000.















                                       23
<PAGE>


                                                               ASPI EUROPE, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)



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






                                               CONSOLIDATED FINANCIAL STATEMENTS


                                    Years ended December 31, 2000, 1999 and 1998
                                            and from inception (August 17, 1984)
                                                       through December 31, 2000



<PAGE>


                                                               ASPI EUROPE, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)


                                                                        CONTENTS






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

     Financial Statements

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

       Consolidated Statements of Operations...............................3

       Consolidated Statement of Changes in Stockholders' Deficit......4 - 5

       Consolidated Statements of Cash Flows...............................6

       Notes to 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. (a  development  stage company) and its  subsidiary  ("the  Company") as of
December  31,  2000  and  1999  and  the  related   statements  of   operations,
stockholders'  deficit  and cash flows for each of the three years in the period
ended  December 31, 2000 and from inception  (August 17, 1984) through  December
31, 2000.  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. (a
development  stage company) and its  subsidiaries at December 31, 2000 and 1999,
and the results of their  operations  and their cash flows for each of the three
years in the period ended December 31, 2000 and from inception (August 17, 1984)
through  December 31, 2000 in conformity  with accounting  principles  generally
accepted in the United States of America.

As discussed in Note 2 to the financial statements,  the Company has been in the
development  stage  since  its  inception  and has  accumulated  losses  of $2.6
million.  In addition,  in January 2000,  the Company  suspended all  activities
related to its e-commerce web sites and canceled its employment,  consulting and
lease agreements and began liquidating related assets shortly thereafter. 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.  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
this uncertainty.



/s/ BDO Seidman, LLP
BDO Seidman, LLP
Seattle, Washington

January 23, 2001




                                                                               1
<PAGE>


                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)


                                                     Consolidated Balance Sheets


<TABLE>
December 31,                                                                   2000              1999
----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>
ASSETS

Current Assets
   Cash and cash equivalents                                              $    1,217          $  93,127
   Restricted cash                                                                 -             35,686
   Prepaid expenses and other receivables                                      2,130             22,917
----------------------------------------------------------------------------------------------------------

Total Current Assets                                                           3,347            151,730

Net Assets to be Disposed                                                          -             86,098
----------------------------------------------------------------------------------------------------------

Total Assets                                                              $    3,347          $ 237,828
----------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                       $  129,574          $  74,907
   Due to related party                                                       32,010             95,033
   Convertible note payable                                                  132,876            150,616
----------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                    294,460            320,556
----------------------------------------------------------------------------------------------------------

Stockholders' Deficit
   Common stock, $.001 par value; 50,000,000 shares authorized,
    7,172,647 and 9,000,000 issued and outstanding                             7,173              9,000
   Additional paid in capital                                              2,319,524          1,131,579
   Deficit accumulated during the development stage                       (2,617,810)        (1,223,307)
----------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                 (291,113)           (82,728)
----------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                               $    3,347          $ 237,828
----------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.



                                                                               2
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)


                                           Consolidated Statements of Operations




<TABLE>
                                                Cumulative
                                             Amounts for the
                                               period from
                                                Inception                               Year ended
                                            (August 17, 1984)                          December 31,
                                                 through             -------------------------------------------------
                                             December 31, 2000             2000             1999              1998
----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>               <C>                <C>
  OPERATING EXPENSES
   General and administrative                $     484,852           $    409,299      $    72,474        $    2,079
   Consulting - financing                        1,156,000              1,156,000                -                 -
   Depreciation and amortization                     6,146                      -            6,146                 -
   Interest expense, net                            96,982                 68,359           28,623                 -
----------------------------------------------------------------------------------------------------------------------
  Total operating expenses                       1,743,980              1,633,658          107,243             2,079
----------------------------------------------------------------------------------------------------------------------
  Loss from continuing operations            $  (1,743,980)          $ (1,633,658)     $  (107,243)       $   (2,079)

  DISCONTINUED OPERATIONS
   Loss from discontinued operations            (1,073,946)               (29,826)      (1,044,120)                -
   Gain (loss) on disposal of assets               200,116                268,981          (68,865)                -
----------------------------------------------------------------------------------------------------------------------
  Net gain (loss) from
    discontinued operations                       (873,830)               239,155       (1,112,985)                -
----------------------------------------------------------------------------------------------------------------------
  Net loss                                   $  (2,617,810)          $ (1,394,503)     $(1,220,228)       $   (2,079)
----------------------------------------------------------------------------------------------------------------------
  Net (loss) earnings per share -
   Continuing operations                                             $       (.22)     $     (0.02)       $    (0.01)
   Discontinued operations                                                    .03            (0.15)                -
----------------------------------------------------------------------------------------------------------------------
  Net loss per share - basic and diluted                             $       (.19)     $     (0.17)       $    (0.01)
----------------------------------------------------------------------------------------------------------------------
  Weighted average number of shares
    of common stock outstanding                                         7,528,985        7,229,461           445,833
----------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.



                                                                               3
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)


                                 Consolidated Statement of Stockholders' Deficit


<TABLE>
                                                                                                 Deficit
                                                                                               Accumulated
                                                    Common Stock                                 During
                                            ----------------------------      Additional       Development
                                                Shares        Amount        Paid-in Capital       Stage          Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>             <C>              <C>            <C>
ASPi Europe, Inc. Activities (Formerly
 known as Shopping Sherlock, Inc.):
 Issuance of common stock
 for cash                                       100,000     $    100        $        900     $         -    $     1,000

Net Loss                                              -            -                   -          (1,000)        (1,000)
-------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1985                      100,000          100                 900          (1,000)             -

Activity January 1986 through
 December 31, 1997                                     -            -                   -               -              -
-------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1997                      100,000          100                 900          (1,000)             -

Issuance of common stock for
 reinstatement fees - July 20, 1998             900,000          900               1,179               -          2,079

 Net Loss                                             -            -                   -          (2,079)        (2,079)
-------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1998                    1,000,000        1,000               2,079          (3,079)             -

Sale of common stock for cash
 ($.05/Share) - February 17, 1999             5,000,000        5,000             245,000               -        250,000

Sale of common stock for cash
 ($1.00/Share) - April 16, 1999               1,000,000        1,000             999,000               -      1,000,000

Issuance of common stock for acquisition
 of Shopping Sherlock - Delaware - May
 26, 1999                                     2,000,000        2,000              (2,000)              -              -

Cash distributed to significant
 shareholder - May 26, 1999                           -            -            (150,000)              -       (150,000)

Beneficial conversion discount of
 convertible debt - December 14, 1999                 -            -              37,500               -         37,500

Net Loss                                              -            -                   -      (1,220,228)    (1,220,228)
-------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                    9,000,000     $  9,000        $  1,131,579     $(1,223,307)   $   (82,728)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.


                                                                               4
<PAGE>



                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)


                                 Consolidated Statement of Stockholders' Deficit




<TABLE>
                                                                                                 Deficit
                                                                                               Accumulated
                                                    Common Stock                                 During
                                            ----------------------------      Additional       Development
                                                Shares        Amount        Paid-in Capital       Stage          Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>             <C>              <C>            <C>

Balance, December 31, 1999                    9,000,000    $    9,000       $  1,131,579     $ (1,223,307)    $  (82,728)

Conversion of note payable ($2.40/share)
 - January 21, 2000                              63,116            63            151,415                -        151,478

Stock options granted for officer
 compensation - February 2, 2000                      -             -             68,334                -         68,334

Stock redemption and settlement
 agreement ($0.175/share) -
 March 14, 2000                              (2,000,000)       (2,000)          (348,000)               -       (350,000)

Stock warrants issued for financial
 consulting fee - March 17, 2000                      -             -          1,156,000                -      1,156,000

Beneficial conversion discount of
 convertible debt - May 15, 2000                      -             -             31,250                -         31,250

Beneficial conversion discount of
 convertible debt - July 12, 2000                     -             -             25,000                -         25,000

Conversion of note payable ($0.95/share)-
 December 7, 2000                               109,531           110            103,946                -        104,056

Net Loss                                              -             -                  -       (1,394,503)    (1,394,503)
-------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000                    7,172,647    $    7,173       $  2,319,524     $ (2,617,810)    $ (291,113)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.



                                                                               5
<PAGE>

                                                               ASPi Europe, Inc.

                                                   (A Development Stage Company)


                                           Consolidated Statements of Cash Flows


<TABLE>
                                                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                             Cumulative Amounts
                                               for the period
                                               from Inception                               Year Ended
                                              (August 17, 1984)                             December 31,
                                                   through           -----------------------------------------------------
                                              December 31, 2000            2000              1999             1998
------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>               <C>                 <C>
Cash Flows From Operating Activities
   Net loss                                    $  (2,617,810)         $ (1,394,503)     $ (1,220,228)       $  (2,079)
   Adjustments to reconcile net loss to net
cash used in operating activities:
     Discount amortization on convertible
       note payable                                   93,750                56,250            37,500                -
     Depreciation                                      6,146                     -             6,146                -
     Loss on assets held for liquidation             157,274                61,598            95,676                -
     Gain on PLIC stock redemption agreement        (350,000)             (350,000)                -                -
     Stock based compensation expense                 68,334                68,334                 -                -
     Stock warrants issued for agency
agreement                                          1,156,000             1,156,000                 -                -
     Change in assets and liabilities:
       Restricted cash                                     -                35,686           (35,686)               -
       Prepaid expenses and other
receivables                                           (2,130)               20,787           (22,917)               -
       Accounts payable                              129,574                54,667            74,907                -
       Due to related party                           32,010               (63,023)           95,033                -
       Accrued interest on convertible note
payable                                               13,410                12,794               616                -
------------------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities             (1,313,442)             (341,410)         (968,953)          (2,079)
------------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities
   Proceeds from sale of net assets to be
disposed of                                           24,500                24,500                 -                -
   Purchase of furniture and equipment              (116,189)                    -          (116,189)               -
   Increase in note receivable                       (71,731)                    -           (71,731)               -
------------------------------------------------------------------------------------------------------------------------

Net Cash Used in (Provided by) Investing
  Activities                                        (163,420)               24,500          (187,920)               -
------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from convertible notes payable           375,000               225,000           150,000                -
   Distribution to stockholder                      (150,000)                    -          (150,000)               -
   Proceeds from issuing common stock              1,253,079                     -         1,250,000            2,079
------------------------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities          1,478,079               225,000         1,250,000            2,079
------------------------------------------------------------------------------------------------------------------------

Net Increase in Cash and Cash Equivalents              1,217               (91,910)           93,127                -

Cash and Cash Equivalents, beginning of
period                                                     -                93,127                 -                -
------------------------------------------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period       $       1,217          $      1,217      $     93,127        $       -
------------------------------------------------------------------------------------------------------------------------

Non-Cash Financing Activities
   Conversion of notes payable                 $     255,534        $      255,534    $            -   $            -
------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to financial statements.



                                                                               6
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================


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

               Operations - ASPi Europe,  Inc. ("the Company") was  incorporated
               in the State of  Florida on August  17,  1984,  under the name of
               AIDA  Industries,  Inc.  ("AIDA").  From inception until July 20,
               1998,  there was no activity  within AIDA. On July 20, 1998, AIDA
               amended  its  articles of  incorporation  to provide for a 1000:1
               stock split,  and to apply for listing on the OTC Bulletin Board.
               On March 24, 1999,  AIDA  changed its name to Shopping  Sherlock,
               Inc. On May 5, 2000, Shopping Sherlock,  Inc. changed its name to
               ASPi Europe,  Inc. On December 19, 2000,  the Company  changed it
               place of domicile from Florida to Delaware.

               Business  Combination  - Shopping  Sherlock,  Inc.  ("SSI"),  was
               organized  and  incorporated  in the State of Delaware on January
               20,  1999,  for the purpose of  developing  and  implementing  an
               Internet based retail business  providing  discounts and purchase
               rebates to its customers. On February 4, 1999, SSI entered into a
               strategic   marketing  and  operations   agreement  with  Premier
               Lifestyles International Corporation ("PLIC"), a direct marketing
               and sales company,  to provide certain Internet based services to
               PLIC's  existing  customers.  SSI  paid  PLIC a  one-time  fee of
               $150,000 upon signing of the agreement for access to its customer
               base. SSI received an advance of $150,000 from the Company to pay
               the licensing fee to PLIC. SSI began operations June 1, 1999.

               On May 26, 1999 the Company entered into an acquisition agreement
               with SSI obtaining all rights and obligations under the agreement
               between SSI and PLIC,  whereby  2,000,000 shares of the Company's
               common  stock  were  issued  to  the   shareholders   of  SSI  in
               consideration for all of its issued and outstanding common stock.
               Because of the common  ownership  between  SSI and PLIC,  and the
               fact  that  the  majority  shareholder  of SSI  and  PLIC  held a
               continuing  equity  position in the Company in excess of 10%, the
               marketing  agreement  that was  acquired was assigned no value in
               the Company's financial statements.  The $150,000 paid to SSI was
               recorded  as  a  capital  distribution  to  stockholders  in  the
               financial statements of the Company.

               As  discussed in Note 2, the PLIC  agreement  was  terminated  in
               fiscal year 2000, and the Company  ceased all activities  related
               to its e-commerce sites.

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



                                                                               7
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 1:
Description of Business
And Summary of
Significant Accounting
Policies
(continued)


               Accounting  Estimates - The Company's  financial  statements  are
               prepared  in  conformity  with  generally   accepted   accounting
               principles  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  - For the  purposes of balance  sheet
               classification  and the  statements  of cash  flows,  the Company
               considers  all  highly  liquid  investments   purchased  with  an
               original maturity of three months or less to be cash equivalents.

               Restricted   Cash  -   Restricted   cash  at  December  31,  1999
               represented  sales  proceeds  from the Company's  e-commerce  web
               sites,  held by the bank  responsible  for clearing the Company's
               e-commerce  transactions.  This cash was  returned to the Company
               during the year ended December 31, 2000.

               Furniture and Equipment - In conjunction with the cancellation of
               the Company's e-commerce web sites, the Company liquidated all of
               its  furniture and  equipment,  which was included in assets held
               for liquidation in the financial statements at December 31, 1999.

               Stock-Based  Compensation  - Statement  of  Financial  Accounting
               Standards   ("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.



                                                                               8
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 1:
Description of Business
And Summary of
Significant Accounting
Policies
(continued)


               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  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 1998, the Financial
               Accounting  Standards  Board  issued  SFAS 133,  "Accounting  for
               Derivative Instruments and Hedging Activities." The statement, as
               amended and liberalized by SFAS 138,  establishes  accounting and
               reporting standards requiring that certain derivative instruments
               (including some types of derivative instruments embedded in other
               contracts) be recorded in the balance sheet as either an asset or
               liability measured at its fair value. The Statement requires that
               unless  specific  hedge  accounting  criteria  are  met,  special
               accounting for qualifying hedges allows a derivative's  gains and
               losses to offset related results on the hedged item in the income
               statement,  and requires that a company must  formally  document,
               designate  and  assess the  effectiveness  of  transactions  that
               receive  hedge  accounting.  SFAS  133,  as  amended  by SFAS 137
               defining SFAS 133's effective date, is effective for fiscal years
               beginning after June 15, 2000, and must be applied to instruments
               issued,  acquired,  or substantively  modified after December 31,
               1997.



                                                                               9
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 1:
Description of Business
And Summary of
Significant Accounting
Policies
(continued)



               In March 2000, the Financial  Accounting Standards Board released
               Interpretation   ("FIN")   No.  44,   "Accounting   for   Certain
               Transactions  Involving  Stock  Compensation."  FIN 44  addresses
               certain practice issues related to APB 25,  "Accounting for Stock
               Issued to Employees."  FIN 44 applies only to companies that have
               chosen  not  to  adopt  SFAS  123,  "Accounting  for  Stock-Based
               Compensation,"  for  transactions  with  employees.  Among  other
               issues,  FIN 44 clarifies  (a) the  definition of an employee for
               purposes of applying  APB 25, (b) the  criteria  for  determining
               whether  a plan  qualifies  as a  noncompensatory  plan,  (c) the
               accounting consequence of various modifications to the terms of a
               previously  fixed stock option or award,  and (d) the  accounting
               for an  exchange  of  stock  compensation  awards  in a  business
               combination.  FIN 44 is  effective  July  1,  2000,  but  certain
               conclusions  in FIN 44 cover  specific  events  that occur  after
               either  December 15, 1998 or January 12, 2000. To the extent that
               FIN 44 covers events  occurring during the periods after December
               15, 1998 or January 12, 2000,  but before the  effective  date of
               July 1, 2000,  the effects of applying FIN 44 are recognized on a
               prospective basis from July 1, 2000.

               The adoption of the above accounting  pronouncements did not have
               a material effect on the Company's  financial position or results
               of operations.

NOTE 2:
Discontinued
Operations

               The Company has been in the development stage since its inception
               and has accumulated  losses of $2.6 million through  December 31,
               2000.  On January  2,  2000,  the  Company's  Board of  Directors
               decided to terminate all activity of its two e-commerce web sites
               as  adequate  volume was not  generated  and  adequate  levels of
               additional  working capital could not be raised.  All employment,
               consulting, and long-term lease agreements were cancelled.

               On March 14, 2000, the  shareholders  approved a stock redemption
               and settlement agreement dated January 27, 2000 by and among PLIC
               and a  significant  shareholder  whereby  the  Company  agreed to
               transfer  a  worldwide,  nonexclusive,  perpetual,  fully-paid-up
               license  to use,  distribute  or make  derivative  works from the
               Company's  software  designed  to operate  and host  websites  in
               consideration  for 2,000,000 shares of the Company's common stock
               that PLIC owned or had a right to purchase.  Redemptive  value of
               the stock was $350,000, based on the actual expenditures incurred
               by the  Company to develop  the  software in fiscal year 1999 and
               was recorded as a gain from discontinued operations.



                                                                              10
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================


NOTE 2:
Discontinued
Operations


               The Company is looking for a new business  opportunity and raised
               $50,000  subsequent  to  year-end to sustain  minimum  operations
               through  March 2001.  The Company will seek to raise funds when a
               new  business  opportunity  has been  negotiated  by its Board of
               (continued)  Directors.  It  believes  it  can  raise  additional
               amounts in the interim  periods to cover any  additional  working
               capital  requirements  that may arise.  However,  there can be no
               assurance  that the Company will be  successful in its efforts to
               raise these funds.

               The net  assets  to be  disposed,  recorded  in the  consolidated
               financial  statements at December 31, 1999, 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  of  the
               discontinued e-commerce operations:

                                                                     Amount
                --------------------------------------------------------------

                Advance Receivable                              $    71,730
                Furniture and equipment                              38,363
                Computer hardware and software                       71,681
                --------------------------------------------------------------
                                                                    181,774
                Estimated loss on disposal                          (95,676)
                --------------------------------------------------------------
                Net assets to be disposed                       $    86,098
                ---------------------------------------------------------------

               The Company  received  $24,500  from the sale of net assets to be
               disposed  and  recorded  a loss on the sale of $61,598 in the net
               gain from discontinued operations for the year ended December 31,
               2000.


NOTE 3:
Convertible Note
Payable

               On May 17,  2000,  the Company  issued  $125,000  of  convertible
               subordinated debt to Manhattan Investments Incorporated. The note
               has a maturity  date of August 31, 2001 with interest at the rate
               of 10% per annum.  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  quoted  price for the
               Company's stock on May 17, 2000 was $6.50,  resulting in a deemed
               beneficial  conversion  feature  and  discount  of  approximately
               $31,250,  which was recorded as an increase to additional paid-in
               capital and interest  expense.  The  outstanding  principal  plus
               accrued interest was $132,876 at December 31, 2000.




                                                                              11
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 3:
Convertible Note
Payable

               On July 12,  2000,  the Company  issued  $100,000 of  convertible
               subordinated debt to Atlantic Trust. The note has a maturity date
               of July 31, 2001 with interest at the (continued) rate of 10% per
               annum. 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 quoted price for the Company's stock on
               July  12,  2000 was  $6.8125,  resulting  in a deemed  beneficial
               conversion feature and discount of $25,000, which was recorded as
               an increase to additional  paid-in capital and interest  expense.
               On December 7, 2000,  the note and related  accrued  interest was
               converted into 109,531 shares of the Company's common stock.

               On December 14, 1999, the Company issued  $150,000 of convertible
               subordinated  debt to The Silver  Trust.  The note had a maturity
               date of  March  31,  2000  with  interest  at the rate of 10% per
               annum. 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 was converted.  The quoted price for the Company's  stock
               on December 14, 1999 was $11,  resulting  in a deemed  beneficial
               conversion feature and discount of approximately  $37,500,  which
               was  recorded as an increase to  additional  paid-in  capital and
               interest expense. Accrued interest at December 31, 1999 was $616.
               On January 21, 2000,  the note and the related  accrued  interest
               were converted into 63,116 shares of the Company's common stock.


NOTE 4:
Securities Issues

               In  anticipation  of the  acquisition of SSI in fiscal year 1999,
               the  Company  sold   unregistered   securities  in  two  separate
               transactions.

               On February  17, 1999,  the Company  issued  5,000,000  shares of
               common  stock at a price  of $0.05  per  share  for an  aggregate
               purchase  price of $250,000.  The shares were sold to 20 holders,
               all of whom  were  outside  the  United  States,  pursuant  to an
               exemption from registration  under Rule 504 of Regulation D under
               the Securities Act of 1933, as amended.

               On April 16, 1999 the Company issued  1,000,000  shares of common
               stock at a price of $1.00  per share  for an  aggregate  purchase
               price of $1,000,000.  The shares were sold to 17 holders,  all of
               whom were  outside the United  States,  pursuant to an  exemption
               from  registration  under  Rule  506 of  Regulation  D under  the
               Securities Act of 1933.




                                                                              12
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================


NOTE 5:
Related Party Transactions

               The  Company   retained  all  key  employees   under   consulting
               agreements until June 24, 1999. At that time, the Company entered
               into  employment  contracts  replacing the consulting  agreements
               with these  employees.  These  contracts renew monthly and may be
               terminated upon 30 days notice.  The aggregate  obligation  under
               these  agreements  was $35,200 per month,  the same  amounts that
               were paid under the previous consulting  agreements.  The expense
               of  these   agreements   totaled   $367,363,   of  which  $72,254
               represented  individuals  who were no longer key employees at the
               end of the year. At December 31, 1999, $89,325 was due to related
               parties.

               All  employment  contracts  were  cancelled on January 3, 2000 as
               part of the termination of the Company's  e-commerce  activities.
               The  Company   continues  to  pay  one  employee  for  management
               services.  At  December  31,  2000,  $32,010  was due to  related
               parties  for  past  services   rendered  under  these   cancelled
               employment contracts and for current management services.

               During 1999, the Company  reimbursed $57,781 to a related company
               for  operating  costs  associated  with  the  Company's   product
               development  office.  In  addition,  the Company paid the related
               company  $48,672  under  an  informal  rental  agreement  for the
               premises in  Vancouver,  British  Columbia,  of which  $11,500 is
               included in prepaid expenses and other receivables, and $5,708 in
               due to related party at December 31, 1999.  This informal  rental
               agreement was cancelled  January 3, 2000. The sole shareholder of
               the related  company is no longer an officer and  director of the
               Company.

               In April 1999,  the Company  entered  into a one year  consulting
               contract with a university in British Columbia,  Canada where one
               of the  Company's  directors is an  instructor.  The Company paid
               $3,500 per month,  of which  $31,231 was included in expenses for
               the year ended  December 31, 1999.  The contract was cancelled on
               January  3,  2000  as part of the  termination  of the  Company's
               e-commerce activities.

               In 1999,  the Company  purchased  $57,000 in fixed  assets from a
               company owned by one of its key employees.

               In 2000, the Company sold its furniture and equipment for $22,500
               to a company with an officer in common.


NOTE 6:
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.  The  options  will vest over three years from the date of
               grant, and expire on May 10, 2004.



                                                                              13
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 6:
Stock Options
(continued)


               Activity with respect to the Plan is as follows:

<TABLE>
                                                                                     Weighted Average
                                                                 Number of Shares     Exercise Price
               ---------------------------------------------------------------------------------------
               <S>                                                 <C>                <C>
               Options outstanding at July 1, 1999
                (Inception)                                                   -       $           -
               Options granted                                          794,000                5.71
               Options cancelled                                       (206,000)               5.73
               ---------------------------------------------------------------------------------------

               Options outstanding at December 31, 1999                 588,000                5.71
               Options granted                                           20,000                5.35
               Options cancelled                                       (448,000)               5.87
               ---------------------------------------------------------------------------------------

               Options outstanding at December 31, 2000                 160,000       $        5.42
               ---------------------------------------------------------------------------------------

               Options exercisable at December 31, 2000                  33,000       $        5.00
               ---------------------------------------------------------------------------------------
</TABLE>

               In accordance with APB 25, the Company recognized no compensation
               expense for the year ended  December 31, 1999 as the strike price
               of the  option  was  equal to the fair  value of the stock at the
               date  of  grant.  Total   compensation   expense  recognized  for
               stock-based  employee  compensation  awards  for the  year  ended
               December 31, 2000 was $68,334.

               The following table  summarizes  information  about stock options
               outstanding and excercisable under the Plan at December 31, 2000:

<TABLE>
               Options Outstanding:
                             |------------Options Outstanding--------|    |---Options Exercisable---|
                                 Number                                      Number
                              Outstanding      Weighted      Weighted     Exercisable      Weighted
                 Range of        as of         Average       Average         as of         Average
                 Exercise     December 31,   Contractual     Exercise     December 31,     Exercise
                  Price           2000           Life         Price           2000          Price
               ---------------------------------------------------------------------------------------
                <S>              <C>             <C>            <C>          <C>             <C
                  $ 5.00          93,000         4.5          $ 5.00          33,000        $ 5.00
                  $ 6.00          67,000         4.5          $ 6.00               -             -
               ---------------------------------------------------------------------------------------
                $ 5.00 - 6.00    160,000         4.5          $ 5.42          33,000         $5.00
               ------------- --------------- ------------- ------------- --------------- -------------
</TABLE>



                                                                              14
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 6:
Stock Options
(continued)


               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,                     2000         1999
               ----------------------------------------------------------------
               Dividend yield                                 0%           0%
               Risk-free interest rate                     6.72%        5.43%
               Expected volatility                          196%         451%
               Expected life (years)                        3.5           3
               Weighted average fair value of stock
               options granted                           $ 8.31        $ 5.71
               ----------------------------------------------------------------

               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.  There is no pro forma
               effect on net loss per share for the period  from August 17, 1984
               (inception) to December 31, 1998.

<TABLE>
                                                         Year ended December 31,
                                                      --------------------------------
                                                           2000              1999
               -----------------------------------------------------------------------
              <S>                                     <C>              <C>
               Net loss                                         0%                0%
                  As reported                         $ (1,394,503)    $ (1,220,228)
                  Pro forma                           $ (1,492,319)    $ (1,877,700)
               ----------------------------------------------------- -----------------
               Loss per share - basic and
               diluted
                  As reported                                 (.19)            (.17)
                  Pro forma                                   (.20)            (.26)
               ------------------------------------------ ----------------------------
</TABLE>


NOTE 7:
Stock Warrants


               On March 17, 2000, the Company  entered into an agency  agreement
               with DJ Limited, and issued 50,000 warrants exercisable at $14.50
               for a period up to five years as  consideration  for  signing the
               agreement.



                                                                              15
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================



NOTE 7:
Stock Warrants
(continued)


               The Company estimated the fair value of the stock warrants on the
               date of grant using the  Black-Sholes  option-pricing  model with
               the following assumptions:


               Year ended December 31,                                  2000
               -----------------------------------------------------------------
               Dividend yield                                              0%
               Risk-free interest rate                                  6.45%
               Expected volatility                                       196%
               Expected life (years)                                       5
               Weighted average fair value of stock options granted  $ 23.55
               -----------------------------------------------------------------

               Accordingly,     the    Company    recorded     $1,156,000    for
               consulting-financing fees for the year ended December 31, 2000.

               The  following  table  summarizes   information   about  warrants
               outstanding as of December 31, 2000:

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

               March 17, 2000               50,000     $  14.50  March 17, 2005
               -----------------------------------------------------------------


NOTE 8:
Income Taxes


               At December  31, 2000 and 1999,  the Company has net deferred tax
               assets of $889,715 and $414,800  primarily  due to net  operating
               loss carry forwards, which begin to expire in 2018. Upon a change
               in  control of the  Company's  current  ownership,  future use of
               these  net  operating  loss  carry  forwards  may be  limited  or
               unavailable  to the  new  controlling  group.  A  100%  valuation
               allowance  has been  recorded  against the  deferred tax asset as
               management  has yet to establish  that  recovery of this asset is
               more likely than not.


NOTE 9:
Subsequent Events

               In January 2001,  the Company  entered into a letter of intent to
               acquire Digital Snaps Inc. ("DSI"), an established online product
               information   management  company   headquartered  in  Vancouver,
               British Columbia.  Under the terms of the letter of intent,  ASPi
               will issue approximately 21,350,000 shares of its common stock in
               consideration  for all of the  issued and  outstanding  shares of
               capital stock of DSI.  ASPi has also  committed to raise at least
               $1  million  in gross  proceeds  prior to  closing  the  proposed
               transaction.  Following the closing of the transaction  with DSI,
               Digital Snaps' shareholders will control approximately 70% of the
               Company.  The Company seeks to raise the funds necessary to close
               this  transaction   through  private   placement  of  its  equity
               securities.



                                                                              16
<PAGE>

                                                               ASPi Europe, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

================================================================================


NOTE 9:
Subsequent Events
(continued)

               On January 22, 2001, the Company issued a promissory  note in the
               amount of $50,000.  The note has a maturity  date of May 18, 2001
               with interest at a rate of 10% per annum.



NOTE 10:
Quarterly Financial

<TABLE>
                                                                          Quarterly Financial Data
                                                         -----------------------------------------------------
                                                            First        Second         Third         Fourth
                                                           Quarter      Quarter        Quarter       Quarter
                                                         -----------  -----------   ------------   -----------
              2000
              <S>                                         <C>           <C>            <C>            <C>
              Net loss before discontinued
               operations                                 $1,351,864    $107,964       $115,680      $ 58,150
              Net loss per share before
               discontinued operations - basic and
               diluted                                          0.16        0.02           0.02          0.02
              Net loss                                    $1,112,709    $107,964       $115,680      $ 58,150
              Net loss per share - basic and
               diluted                                          0.13        0.02           0.02          0.02

              1999

              Net loss before discontinued
               operations                                 $   10,930    $ 11,112       $ 22,175      $ 63,026
              Net loss per share before
               discontinued operations - basic and
               diluted                                          0.00        0.00           0.00          0.02
              Net loss                                    $  146,072    $309,829       $309,535      $454,792
              Net loss per share - basic and
               diluted                                          0.03        0.04           0.03          0.07
                                                         -----------  -----------   ------------   -----------
</TABLE>


<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.

February 28, 2001.

                                     ASPI EUROPE, INC.


                                     By:  /s/ Damon Poole
                                         --------------------------------------
                                         Damon Poole, 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/ Damon Poole          President, Chief Executive Officer    February 28, 2001
--------------------     and a Director
Damon Poole


/s/ Patrick McGrath      Chief Financial Officer, Treasurer,   February 28, 2001
--------------------     Secretary and a Director
Patrick McGrath


/s/ Raeanne Steele       Director                              February 28, 2001
--------------------
Raeanne Steele








<PAGE>

                                 EXHIBIT INDEX
                                 -------------


 Exhibit
 Number        Description
 ------        -----------

   2.1*        Letter of Intent dated March 8, 2000 by and among the registrant,
               Bernd Tiessen and Wolfgang Dertwinkel

   2.2*        Letter  of  Intent  dated  March  8,  2000  by  and  between  the
               registrant and Markus Gildner

   2.3**       Letter of Intent dated July 5, 2000 by and among the  registrant,
               Kai Stefan Dietrich and Sandro Schaefer

   2.4**       Letter of Intent dated July 5, 2000 by and among the  registrant,
               Kai Stefan Dietrich and Sandro Schaefer

   2.5         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.

   2.6         Agreement  and Plan of Merger dated as of December 7, 2000 by and
               between the registrant and ASPi Europe, a Delaware corporation

   3.1+        Certificate of Incorporation

   3.2+        Bylaws

 10.1*         Agency  Agreement  dated  March  15,  2000  by  and  between  the
               registrant and DJ Limited

 10.2*         Master Officer  Service  Agreement dated February 24, 2000 by and
               between the registrant and HQ Global Workplace, Inc.

 10.3*         Office Service  Agreement  dated February 24, 2000 by and between
               the registrant and HQ Global Workplace, Inc.

 10.4**        Credit  Facility  Agreement dated May 17, 2000 by and between the
               registrant and Manhattan Investments Incorporated

 10.5**        Credit Facility  Agreement dated July 12, 2000 by and between the
               registrant and Atlantic Trust

 10.6++        First Allonge to the  Promissory  Note dated May 17, 2000 made by
               the  registrant  in favor of Manhattan  Investments  Incorporated
               dated October 12, 2000

  10.7         Promissory  Note  dated  January  22,  2001  by and  between  the
               registrant and Ricardo Requena

  21.1         Subsidiaries of the registrant

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

*    Incorporated  by  reference  to the  Company's  Form 8-K filed on March 30,
     2000.
**   Incorporated  by reference to the  Company's  Form 10-Q filed on August 14,
     2000.
+    Incorporated  by  reference to the  Company's  Form 8-K filed on January 2,
     2001.
++   Incorporated  by reference to the Company's  Form 10-Q filed on November 8,
     2000.