EXHIBIT 10.15

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)






                                                            Financial Statements


                                          Years ended December 31, 2000 and 1999





<PAGE>


                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)



                                                                        Contents


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

          Financial Statements

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

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

            Statement of Changes in Stockholders' Deficit...............     4

            Statements of Cash Flows....................................     5

            Notes to Financial Statements...............................6 - 16




<PAGE>

Report of Independent Certified Public Accountants


To the Board of Directors and Stockholders of
GrowthExperts Group Inc.
(formerly known as GrowthExperts.com Inc.)

We have audited the  accompanying  balance  sheets of  GrowthExperts  Group Inc.
("the  Company") as of December 31, 2000 and 1999 and the related  statements of
operations, stockholders' deficit and cash flows for the years then ended. 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 financial  statements referred to above, present fairly, in
aFll material respects,  the financial  position of GrowthExperts  Group Inc. at
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended,  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  not
generated  operating  revenues  sufficient to cover operating  expenses,  has an
accumulated deficit of $3,031,888 and has a working capital deficit of $865,205.
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  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

As  discussed  in Note 12 to the  financial  statements,  the Company  closed an
amalgamation  with ASPi Europe,  Inc. on July 9, 2001. In connection  therewith,
ASPi  Europe,  Inc.  raised  $425,500 in gross  proceeds,  all of which has been
utilized by the Company.


/s/ BDO Seidman, LLP
BDO Seidman, LLP
June 15, 2001


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)


                                                                  Balance Sheets


<TABLE>
December 31,                                                               2000               1999
-------------------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>
ASSETS
Current Assets
   Cash and cash equivalents                                       $        2,437       $     85,306
   Accounts receivable, net                                               300,978             11,970
   GST receivable                                                         158,837              7,048
   Due from related parties                                                13,918             16,860
   Prepaid expenses                                                         9,126              8,487
-------------------------------------------------------------------------------------------------------
Total Current Assets                                                      485,296            129,671

Furniture and equipment, net                                            1,502,317                  -
-------------------------------------------------------------------------------------------------------
Total Assets                                                       $    1,987,613       $    129,671
-------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
   Checks in excess of funds                                       $        5,826       $          -
   Accounts payable                                                       692,889             53,342
   Due to related parties                                                   1,403             19,861
   Accrued payroll                                                        116,390             16,833
   Current portion of equipment financing                                 533,993                  -
   Notes payable                                                                -             10,393
   Convertible notes payable- related parties                                   -             31,179
-------------------------------------------------------------------------------------------------------
Total Current Liabilities                                               1,350,501            131,608

Equipment financing, net of current portion                             1,051,345                  -
-------------------------------------------------------------------------------------------------------
Total Liabilities                                                       2,401,846            131,608
-------------------------------------------------------------------------------------------------------
Stockholders' Deficit
   Common stock, no par value; 50,000,000 shares authorized,
     1,447,893 and 1,276,024 issued and outstanding                       458,009            242,859
   Paid-in capital - stock options                                      2,197,100             71,095
   Accumulated deficit                                                 (3,031,888)          (320,305)
   Cumulative foreign currency translation adjustment                     (37,454)             4,414
-------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                              (414,233)            (1,937)
-------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                        $    1,987,613       $    129,671
-------------------------------------------------------------------------------------------------------
</TABLE>



                 See accompanying notes to financial statements.

<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)

                                                        Statements of Operations
                                                    and Comprehensive Operations



<TABLE>
Year ended December 31,                                                 2000                1999
---------------------------------------------------------------------------------------------------
<S>                                                                <C>                   <C>
NET REVENUES                                                       $  3,155,679          $   55,337
---------------------------------------------------------------------------------------------------
OPERATING EXPENSES
  Cost of services                                                    2,865,190             163,895
  Selling, general and administrative                                 2,761,090             208,114
  Depreciation                                                          191,989                   -
---------------------------------------------------------------------------------------------------
  Total operating expenses                                            5,818,269             372,009
---------------------------------------------------------------------------------------------------
Operating loss                                                       (2,662,590)           (316,672)

OTHER EXPENSES
  Interest expense                                                       48,993               2,610
---------------------------------------------------------------------------------------------------
Net loss                                                           $ (2,711,583)         $ (319,282)
---------------------------------------------------------------------------------------------------
Net loss                                                           $ (2,711,583)         $ (319,282)

Foreign currency translation adjustment                                 (41,868)              4,414
---------------------------------------------------------------------------------------------------
Comprehensive loss                                                 $ (2,753,451)         $ (314,868)
---------------------------------------------------------------------------------------------------
Net loss per share - basic and diluted                             $      (1.97)         $    (0.34)
---------------------------------------------------------------------------------------------------
Weighted average number of shares of common stock
  outstanding                                                         1,373,533             945,114
---------------------------------------------------------------------------------------------------
</TABLE>


                 See accompanying notes to financial statements


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                              Statement of Stockholders' Deficit


<TABLE>
                                                                                                       Cumulative
                                                 Common Stock                                       Foreign Currency
                                              --------------------  Paid-in Capital  Accumulated      Translation
                                              Shares      Amount     Stock Options     Deficit         Adjustment       Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>          <C>            <C>               <C>           <C>
GrowthExperts Group Inc. Activities:
(formerly known as GrowthExperts.com Inc.)

Balance, December 31, 1998                   900,000    $       6     $         -   $    (1,023)       $       -     $    (1,017)

Sale of common stock for cash
 ($0.00001/Share) - September, 1999          100,000            1               -             -                -               1

Sale of common stock for cash
  ($0.68145/Share) - November, 1999          140,000       95,404               -             -                -          95,404

Sale of common stock for cash
  ($0.81452/Share) - December, 1999           56,024       45,632               -             -                -          45,632

Sale of common stock for cash
  ($0.67877/Share) - December, 1999           10,000        6,788               -             -                -           6,788

Sale of common stock for cash
  ($1.35755/Share) - December, 1999           70,000       95,028               -             -                -          95,028

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

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

Net loss                                           -            -               -      (319,282)               -        (319,282)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                 1,276,024    $ 242,859     $    71,095   $  (320,305)       $   4,414     $    (1,937)

Sale of common stock for cash
  ($1.38102/Share) - January, 2000            22,500       31,090               -             -                -          31,090

Sale of common stock for cash
  ($2.75659/Share) - February, 2000           25,000       68,914               -             -                -          68,914

Conversion of note payable to common
  stock ($0.82159/Share) - March, 2000        12,500       10,270               -             -                -          10,270

Conversion of note payable to common
  stock ($0.81722/Share) - April, 2000        25,000       20,430               -             -                -          20,430

Sale of common stock for cash
  ($2.72402/Share) - April, 2000              31,000       84,445               -             -                -          84,445

Exercise of stock options for cash
  ($0.00001/Share) - December, 2000           55,869            1               -             -                -                1

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

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

Net loss                                           -            -               -    (2,711,583)               -      (2,711,583)
 ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000                 1,447,893    $ 458,009     $ 2,197,100   $(3,031,888)       $ (37,454)    $  (414,233)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.

<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                         Statement of Cash Flows



<TABLE>
Year ended December 31,                                                             2000                  1999
------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                       <C>
Cash Flows From Operating Activities
  Net loss                                                                   $   (2,711,583)           $ (319,282)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation                                                                    191,989                     -
    Bad debt expense                                                                121,452                 5,075
    Stock based compensation expense                                              2,126,005                71,095
    Change in assets and liabilities:
      Accounts receivable                                                          (410,460)              (17,022)
      GST receivable                                                                (37,129)               (7,048)
      Prepaid expenses                                                                 (639)               (8,487)
      Due to (from) related party, net                                              (15,516)                2,328
      Accounts payable                                                              639,547                52,994
      Accrued payroll                                                                99,557                16,833
------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities                                   3,223              (203,514)
------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                                     -                     -
------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
  Proceeds from convertible notes payable - related parties                               -                31,179
  (Repayment) proceeds from notes payable                                           (10,393)               10,393
  Repayment of equipment financing                                                 (221,789)                    -
  Change in bank overdrafts                                                           5,826                   (19)
  Proceeds from issuing common stock                                                184,449               242,853
  Proceeds from stock options exercised                                                   1                     -
------------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities                                 (41,906)              284,406
------------------------------------------------------------------------------------------------------------------
Effect of Translation Adjustment on Cash                                            (44,186)                4,414

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

Cash and Cash Equivalents, beginning of year                                         85,306                     -
------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of year                                       $        2,437            $   85,306
------------------------------------------------------------------------------------------------------------------
Cash paid during the year for interest                                       $       47,861            $    2,603

Non-Cash Investing and Financing Activities:
  Purchase of furniture and equipment under equipment financing              $   (1,807,127)           $        -
  Conversion of notes payable to common stock                                $       30,700            $        -
------------------------------------------------------------------------------------------------------------------
</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


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

                    Operations - GrowthExperts  Group Inc.  ("GrowthExperts"  or
                    the "Company") was  incorporated in the Province of Alberta,
                    Canada on June 12, 1998,  under the name of Welcome Web Inc.
                    On  July  17,  1999,   the  Company   changed  its  name  to
                    GrowthExperts.com,Inc.  and on March 21,  2001,  the name of
                    the  Company  was changed to  GrowthExperts  Group Inc.

                    The   Company  is  a   provider   of   outsourced   Customer
                    Relationship Management ("CRM") services. The Company offers
                    its clients  multi-channel  customer  interactive  solutions
                    that manage the relationship  between the Company's  clients
                    and their  customers.  The Company is  headquartered  in New
                    Westminster,  British Columbia, Canada and operates with two
                    customer interaction centers in Canada.

                    Accounting  Estimates - The Company's  financial  statements
                    are  prepared  in  conformity  with  accounting   principles
                    generally  accepted  in the United  States of America  which
                    requires  management to make estimates and assumptions  that
                    affect the reported  amounts of assets and  liabilities  and
                    disclosure of contingent  assets and liabilities at the date
                    of the  financial  statements,  and the reported  amounts of
                    revenue and expenses  during the  reporting  period.  Actual
                    results could differ from the estimates.

                    Cash and Cash Equivalents - The Company considers all highly
                    liquid  investments  purchased with an original  maturity of
                    three months or less to be cash  equivalents.  Cash and cash
                    equivalents  consist  primarily  of  deposits  at  federally
                    insured financial institutions.

                    Furniture and Equipment - Furniture and equipment are stated
                    at  cost.   Depreciation   and   amortization  are  computed
                    utilizing   straight-line   and  accelerated   methods  over
                    estimated  useful lives  ranging from 3 to 5 years.  Repairs
                    and  maintenance  are charged to expense as  incurred  while
                    additions and betterments are capitalized.

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


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


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

                    Foreign  Currency - The  financial  position  and results of
                    operations of the Company's  Canadian  business are measured
                    using local currency as the functional currency.  Assets and
                    liabilities  are  translated  into U.S.  dollars at year-end
                    rates of exchange,  and revenues and expenses are translated
                    at the  average  rates of  exchange  for the year.  Gains or
                    losses  resulting from the  translation of foreign  currency
                    financial statements are accumulated as a separate component
                    of stockholders' deficit.

                    Comprehensive  Operations - In February  1997, the Financial
                    Accounting  Standards  Board  ("FASB")  issued SFAS No. 130,
                    "Reporting  Comprehensive  Income,"  which is effective  for
                    periods  beginning  after December 15, 1997.  This statement
                    requires  that all items that are required to be  recognized
                    under  accounting   standards  as  comprehensive  income  be
                    reported in a financial  statement  displayed  with the same
                    prominence as other  financial  statements.  The Company has
                    reported   foreign  currency   translation   adjustments  in
                    comprehensive operations.

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

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

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

                    Major Clients and Concentration of Credit Risk - The Company
                    is dependent on one large client for a  significant  portion
                    of revenues.  The loss of the client could have a materially
                    adverse  effect  on the  Company's  business.  The  revenues
                    derived from this client were $3,022,811 and $26,880, or 98%
                    and 49% of total year revenues for the years ended  December
                    31,  2000,  and 1999,  which  included  $286,186  and $6,746
                    recorded as accounts  receivable as of December 31, 2000 and
                    1999, respectively.


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


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

                    Income  Taxes - The  Company  uses the asset  and  liability
                    method of accounting  for income taxes.  Under the asset and
                    liability  method,  future tax assets  and  liabilities  are
                    recognized  for  future  tax  consequences  attributable  to
                    differences between the financial statement carrying amounts
                    of existing assets and liabilities and their  respective tax
                    bases.  Future tax assets and liabilities are measured using
                    enacted or substantively enacted tax rates expected to apply
                    to  taxable  income  in the years in which  those  temporary
                    differences  are expected to be  recovered  or settled.  The
                    effect on future tax assets and  liabilities  of a change in
                    tax  rates  is  recognized  to  income  in the  period  that
                    includes the date of enactment or substantive enactment.  To
                    the extent that it is not  considered to be more likely than
                    not that a deferred tax asset will be realized,  a valuation
                    allowance is provided.

                    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 FASB
                    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.



<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


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

                    In March 2000, the FASB issued  Interpretation  No. 44 ("FIN
                    44"),  "Accounting for Certain Transactions  Involving Stock
                    Compensation,  an Interpretation of APB Opinion No. 25." FIN
                    44  clarifies  the  application  of APB  No.  25 for (a) the
                    definition  of employee for purposes of applying APB No. 25,
                    (b) the criteria for determining whether a plan qualifies as
                    a non-compensatory plan, (c) the accounting  consequences 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 was effective July1,  2000, but certain
                    conclusions  cover  specific  events that occur after either
                    December 15, 1998, or January 12, 2000.

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


NOTE 2:
Going Concern

                    The Company has not generated  operating revenues sufficient
                    to cover operating  expenses,  has an accumulated deficit of
                    $3,031,888,  has a working capital deficit of $865,205,  and
                    will  require  additional  working  capital to complete  its
                    business   development   activities  and  generate  revenues
                    adequate  to  cover   operating   and  further   development
                    expenses.  In  addition,  the  Company  relies  on a  single
                    customer to provide 98% of the Company's  operating  revenue
                    without the benefit of a formal  commitment to continue this
                    arrangement.  Accordingly,  there is substantial doubt about
                    the Company's  ability to continue as a going concern and no
                    adjustments  have been made to the financial  statements for
                    the outcome of these uncertainties.

                    The Company believes it can raise additional working capital
                    through  future  sales of its common  stock or  subordinated
                    debt in  private  placement  transactions.  This  additional
                    working  capital is expected to cover operating and overhead
                    expenses  until  such  time  as  the  Company  can  generate
                    sufficient revenues from operations.  However,  there can be
                    no  assurance  that the Company  will be  successful  in its
                    efforts to raise these funds or attain the operating  levels
                    necessary to fund its operating and overhead expenses.



<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================

NOTE 3:
Furniture and
Equipment

                    Furniture and equipment consists of the following:

<TABLE>
                    As of December 31,                                      2000               1999
                    -----------------------------------------------------------------------------------
                    <S>                                               <C>                   <C>
                    Computer & communications equipment               $   1,390,260         $       -
                    Computer software                                       147,367                 -
                    Furniture and fixtures                                  154,840                 -
                    -----------------------------------------------------------------------------------
                    Total                                                 1,692,467                 -
                    Less: accumulated depreciation                         (190,150)                -
                    -----------------------------------------------------------------------------------
                    Furniture and equipment, net                      $   1,502,317         $       -
                    -----------------------------------------------------------------------------------
</TABLE>


NOTE 4:
Equipment Financing

                    On December 22, 1999, the Company  entered into an equipment
                    financing  agreement with a  telecommunications  company for
                    the  purchase  of  computer  software,   computer  hardware,
                    telephone  equipment and office  furniture  which is used in
                    the  delivery  of the  Company's  inbound and  outbound  CRM
                    services.  Under this agreement, the Company could borrow up
                    to  $776,273.  Advances  outstanding  under  this  agreement
                    totaled $554,473 and $0 at December 31, 2000 and 1999.

                    On December  15,  2000,  the Company  entered  into a second
                    equipment     financing     agreement    with    the    same
                    telecommunications  company,  under  which the  Company  can
                    borrow up to  $1,171,843  to finance  equipment and software
                    purchase.  Advances outstanding under this agreement totaled
                    $1,030,865 at December 31, 2000.

                    Long-term debt consists of the following:

<TABLE>
                    As of December 31,                                      2000               1999
                    -----------------------------------------------------------------------------------
                    <S>                                               <C>                   <C>
                    Equipment   financing  payable,   interest  at      $   554,473          $       -
                    6.75%,  payable  over  three  years in monthly
                    installments  of $22,179,  due February  2003,
                    collateralized by the financed equipment.

                    Equipment financing payable, interest at              1,030,865                  -
                    6.75%, payable over four years in monthly
                    installments of $33,481, due April 2005,
                    collateralized by the financed equipment.
                    -----------------------------------------------------------------------------------
                                                                          1,585,338                  -

                    Less:  Current portion                                  533,993                  -
                    -----------------------------------------------------------------------------------
                    Long-term debt, net of current portion              $ 1,051,345          $       -
                    -----------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


NOTE 4:
Equipment Financing
(continued)

                    The aggregate  amount of  maturities  of long-term  debt for
                    each of the five years  subsequent  to December 31, 2000 are
                    as follows:

                    ---------------------------------------------------
                    2001                                  $    533,993
                    2002                                       667,916
                    2003                                       363,429
                    2004
                                                                     -
                    2005                                             -
                    ---------------------------------------------------
                    Total                                 $  1,585,338
                    ---------------------------------------------------

NOTE 5:
Notes Payable

                    On August 13, 1999, the Company issued a promissory  note in
                    the amount of  $10,393,  with  interest at a rate of 36% per
                    annum.  The note  matured  and was paid in full in  February
                    2000.

NOTE 6:
Convertible Notes
Payable - Related
Parties

                    On October 23, 1999, the Company  issued a convertible  note
                    to a related party in the amount of $10,393.  The note had a
                    maturity date of August 31, 2000, with interest at a rate of
                    24% per  annum.  The note  was  converted  in March  2000 to
                    12,500  shares  of  common  stock at a  conversion  price of
                    $0.82159 per share.

                    On November 22, 1999, the Company issued a convertible  note
                    to a related party in the amount of $20,786.  The note had a
                    maturity  date of November 1, 2000,  with interest at a rate
                    of 12% per annum.  The note was  converted  in April 2000 to
                    25,000  shares  of  common  stock at a  conversion  price of
                    $0.81722 per share.


NOTE 7:
Grant Reimbursements

                    The  Company  was  granted  financial  incentives  from  the
                    Canadian provincial governments of British Columbia totaling
                    $39,925 as of  December  31,  2000.  The  incentives  offset
                    various  start-up,  payroll and operating  costs  associated
                    with operating new customer  interaction  centers in Canada.
                    During  the  year  ended  December  31,  2000,  the  Company
                    recorded  $39,925  as  expense  reductions  related  to  the
                    grants.  As certain  grants  require the Company to maintain
                    achieved  employment  levels  over  a  defined  period,  the
                    Company's failure to maintain these levels could require the
                    Company to repay a portion of the grants for the  portion of
                    the employment targets not maintained.


NOTE 8:
Commitments

                    Leases - The Company  currently  leases three offices in the
                    province  of  British  Columbia,  Canada.  The  leases  have
                    expiration  dates ranging from July 2003 through March 2006.
                    The Company's  future  minimum  payments  under these leases
                    are:



<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


NOTE 8:
Commitments
(continued)


                    ---------------------------------------------------------
                    For the year ending December 31,                 Amount
                    ---------------------------------------------------------
                    2001                                        $    286,201
                    2002                                             308,776
                    2003                                             246,219
                    2004                                             152,708
                    2005 and thereafter                              110,140
                    ---------------------------------------------------------
                    Total                                       $  1,104,044
                    ---------------------------------------------------------

                    Rent  expense  under the  agreements  totaled  $121,243  and
                    $17,950 for the years ended December 31, 2000 and 1999.

                    Employment   agreements   -  The  Company   had   employment
                    agreements  with  five  executive  officers  that  expire at
                    various  times  through the year ending  September 30, 2003,
                    subject to renewal.  The  agreements  provided for aggregate
                    base  compensation  of $35,500  monthly and contained 30 day
                    termination rights. The agreements also provided for certain
                    other fringe  benefits and payments upon  termination of the
                    agreements  or upon a change in control of the Company.  See
                    Subsequent   Events  note  (Note  13)  which  discusses  the
                    replacement of these agreements in June 2001.


NOTE 9:
Related Party
Transactions

                    The  Company  retained  all  key  employees  under  informal
                    employment  agreements  during the years ended  December 31,
                    2000 and 1999.  These  agreements  may be  cancelled  at any
                    time. The expense of these  agreements  totaled $167,600 and
                    $27,259 for the years ended December 31, 2000 and 1999.

                    In November 1998, the Company commenced operations under the
                    name  Welcome Web and later  Interaction  Centers and shared
                    office  space  with  a  related  party,   Western  Answering
                    Services.  The Company continued to share this space through
                    part of 1999 and maintained a business  relationship through
                    to December 31, 2000,  for purposes of forwarding on inbound
                    queries to the Company.

                    Commencing 1998 through to December 31, 1999, a small volume
                    of transactions  were collected and settled upon in the name
                    of the  Company  through  the  account of Western  Answering
                    Services, including:

                    Year ended December 31,               2000        1999
                    -----------------------------------------------------------
                    Salaries                          $  10,804     $ 17,472
                    Leases                                    -          704
                    Office Expenses                       2,640        5,541
                    Revenue                               4,622        3,575

                    The balance due from related parties was $13,918 and $16,860
                    at  December  31,  2000 and 1999,  while the  balance due to
                    related  parties was and $1,403 and $19,861 at December  31,
                    2000 and 1999.


<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================

NOTE 10:
Stock Options

                    The Company  implemented  a stock  option plan ("the  Plan")
                    formalized   in  1999  for  the  benefit  of  its  officers,
                    directors, consultants and key employees. Under the terms of
                    the Plan,  the  Company is  authorized  to grant  options to
                    purchase up to 1,750,000 shares of common stock. The options
                    will vest  according to the  individual  option  grant,  and
                    expire ten years after the day of grant.

                    Activity with respect to the Plan is as follows:

<TABLE>
                                                                                        Weighted Average
                                                                      Number of Shares   Exercise Price
                    ------------------------------------------------------------------------------------
                    <S>                                              <C>                <C>
                    Options outstanding at January 1, 1999
                        (Plan Inception)                                        -       $           -
                    Options granted                                        90,840                0.02
                    ------------------------------------------------------------------------------------
                    Options outstanding at December 31, 1999               90,840                0.02
                    Options granted                                       967,638                0.27
                    Options exercised                                     (55,869)            0.00001
                    Options expired                                       (19,131)            0.00001
                    ------------------------------------------------------------------------------------
                    Options outstanding at December 31, 2000              983,478       $        0.29
                    ------------------------------------------------------------------------------------
                    Options exercisable at December 31, 2000              907,645       $        0.29
                    ------------------------------------------------------------------------------------
</TABLE>

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

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

                    Options Outstanding:

<TABLE>
                                                     |----------Options Outstanding--------|   |--Options Exercisable--|
                                                        Number                                     Number
                                                     Outstanding      Weighted      Weighted    Exercisable    Weighted
                                                        as of         Average       Average        as of       Average
                                      Range of       December 31,   Contractual     Exercise      December    Exercise
                                   Exercise Price        2000           Life         Price        31, 2000      Price
                                  --------------------------------------------------------------------------------------
                                  <S>                <C>             <C>            <C>           <C>          <C>
                                   $0.00001 -0.03       603,478         11.1         $ 0.02         603,478     $ 0.02
                                       $ 0.67           380,000          9.4         $ 0.67         304,167       0.67
                                  --------------------------------------------------------------------------------------
                                  $ 0.00001 -0.67       983,478         10.5         $ 0.36         907,645     $ 0.36
                                  --------------------------------------------------------------------------------------
</TABLE>



<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================

NOTE 10:
Stock Options
(continued)

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

                    Year ended December 31,                    2000        1999
                    ------------------------------------------------------------
                    Dividend yield                                 0%        0%
                    Risk-free interest rate                     5.85%     5.22%
                    Expected volatility                            0%        0%
                    Expected life (years)                        9.4       10.3
                    Weighted average fair value of stock
                    options granted                             $3.74     $1.16
                    ------------------------------------------------------------

                    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.

<TABLE>
                    Year ended December 31,                       2000                1999
                    ------------------------------------------------------------------------------
                   <S>                                       <C>                 <C>
                    Net loss
                      As reported                            $ (2,711,583)       $   (319,282)
                      Pro forma                              $ (2,837,862)       $   (319,402)
                    ------------------------------------------------------------------------------
                    Loss per share - basic and  diluted
                      As reported                                   (1.97)               (.34)
                      Pro forma                                     (2.07)               (.34)
                    ------------------------------------------------------------------------------
</TABLE>



NOTE 11:
Income Taxes

                    Significant components of the provision for income taxes are
                    as follows:

                    Year ended December 31,                  2000        1999
                    ----------------------------------------------------------
                    Current
                      Federal                          $        -    $       -
                      Provincial                                -            -
                    ----------------------------------------------------------
                    Total current                               -            -

                    Deferred
                      Federal                          $ (160,052)   $ (66,686)
                      Provincial                          (97,174)      (40,488)
                      Change in valuation allowance       257,226       107,174
                    ----------------------------------------------------------
                    Total deferred                              -             -
                    ----------------------------------------------------------
                    Provision for income taxes         $        -    $        -
                    ----------------------------------------------------------



<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


NOTE 11:
Income Taxes
(continued)

                    Deferred   income  taxes  reflect  the  net  tax  effect  of
                    temporary differences between carrying amounts of assets and
                    liabilities for financial  reporting purposes and the amount
                    used for Canadian income tax purposes.

                    Significant  components of the Company's deferred tax assets
                    and liabilities are as follows:

<TABLE>
                    As of December 31,                                    2000             1999
                    --------------------------------------------------------------------------------
                    <S>                                           <C>               <C>
                    Deferred tax assets
                       Net operating losses carried forward       $    279,292      $    107,634
                       Furniture and equipment                    $     85,568      $          -
                    --------------------------------------------------------------------------------
                    Net deferred tax assets                            364,860           107,634

                    Valuation allowance on net deferred tax
                     assets                                           (364,860)         (107,634)
                    --------------------------------------------------------------------------------
                    Provision for income taxes                    $          -      $          -
                    --------------------------------------------------------------------------------
</TABLE>

                    The  100%  valuation  allowance  has been  recorded  against
                    deferred tax assets as management  has yet to establish that
                    recovery of these assets are more likely than not.

                    At December 31,  2000,  the Company has net  operating  loss
                    carry  forwards for  Canadian tax purposes of  approximately
                    $620,000 that expire as follows:

                   -------------------------------------------------------------
                   2005                                      $     1,000
                   2006                                          240,000
                   2007                                          379,000
                   -------------------------------------------------------------
                                                             $   620,000
                   -------------------------------------------------------------

                    Upon a change in control of the Company's current ownership,
                    future  use  of  the  Company's  net  operating  loss  carry
                    forwards   for  income  tax   purposes  may  be  limited  or
                    unavailable to the new controlling group.





<PAGE>

                                                        GROWTHEXPERTS GROUP INC.
                                      (formerly known as GrowthExperts.com Inc.)
                                                   Notes to Financial Statements
================================================================================


NOTE 11:
Income Taxes
(continued)
(continued)

                    The  reconciliation of income tax computed at the US federal
                    statutory tax rates to income tax provision is:

<TABLE>
                    Year ended December 31,                    2000                             1999
                    --------------------------------------------------------------------------------------
                                                      Amount            %           Amount            %
                                                    -----------     ----------   -----------     ----------
                   <S>                             <C>               <C>        <C>                <C>
                    Tax at US statutory rates       $(947,882)        (35.0%)    $ (111,746)        (35.0%)

                    Effect of Canadian
                    Federal statutory rates           189,576           7.0%         22,349           7.0%


                    Provincial income taxes          (460,400)        (17.0%)       (54,276)        (17.0%)

                    Non-deductible stock
                    compensation and other
                    permanent differences             961,479          35.5%         36,499          11.4%

                    Increase in valuation
                    allowance                         257,227           9.5%        107,174          33.6%
                    --------------------------------------------------------------------------------------
                                                    $       -             -%    $                       -%
                    --------------------------------------------------------------------------------------
</TABLE>


NOTE 12:
Subsequent Events

                    In February 2001, 429,375 outstanding options were exercised
                    by executives and employees at an aggregate  price of $84. A
                    further   20,000  and  456,896   outstanding   options  were
                    exercised by executives  and employees in March and May 2001
                    at an aggregate price of $133 and $6,509, respectively.

                    Pursuant to a letter of intent  entered  into by the Company
                    in April 2001 with ASPi Europe,  Inc. ("ASPi"),  the Company
                    has closed as of July 9, 2001 a  transaction  that  requires
                    ASPi to issue  approximately  9,750,000 shares of its common
                    stock in consideration for all of the issued and outstanding
                    shares  of  capital  stock of the  Company.  As part of this
                    transaction,  ASPi raised  $425,500 in gross proceeds at the
                    time of closing  with a  commitment  to raise an  additional
                    $750,000  within 90 days of closing or be subject to certain
                    penalties,   which  includes  the  obligation  to  issue  an
                    additional  750,000  shares  of ASPi's  common  stock to the
                    Company's shareholders. As a result of this transaction with
                    ASPi, the Company's  shareholders now control  approximately
                    51% of ASPi.

                    On June 30,  2001,  the  Company and key  executives  of the
                    Company,   entered  into  amended  and  restated  employment
                    agreements,  subject to the acquisition by ASPi  proceeding,
                    replacing the previous employment agreements. The agreements
                    run from month to month and may be  terminated  upon 30 days
                    notice.  The aggregate  obligation under these agreements is
                    $41,000 per month.

                    On June 30,  2001,  the  Company  entered  into  amended and
                    restated  option  agreements  with executives and employees,
                    subject to the acquisition by ASPi proceeding, replacing the
                    previous option  agreements.  The amended option  agreements
                    call for a 4.1275  reverse  split in the  number of  options
                    outstanding.