UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended September 30, 2001

                                       OR

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

     For the transition period from _______________ to __________________

                         Commission file number 0-26809


                                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 Avenue
                  Vancouver, British Columbia, V6J 2C6, Canada
                    (Address of principal executive offices)

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

     Indicate by check mark whether the registrant:  (1) has filed all documents
and  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 __

       The number of outstanding shares of common stock, $0.001 par value,
             of the registrant at November 15, 2001 was 18,213,147,
                    including 10,500,000 Exchangeable Shares.



<PAGE>

                                ASPI EUROPE, INC.
                             INDEX TO THE FORM 10-Q
                For the quarterly period ended September 30, 2001



PART I  --  FINANCIAL INFORMATION.............................................1


ITEM 1. FINANCIAL STATEMENTS .................................................1

        CONSOLIDATED CONDENSED BALANCE SHEETS ................................1
        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS ......................2
        CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT ............3
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS ......................4
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS .................5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS ...........................................11

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..........17


PART II -- OTHER INFORMATION ................................................18

ITEM 1. LEGAL PROCEEDINGS ...................................................18


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ...........................18


ITEM 3. DEFAULTS UPON SENIOR SECURITIES .....................................19


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .................19


ITEM 5. OTHER INFORMATION ...................................................19


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ....................................19


SIGNATURES ..................................................................22



                                       i
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                                                ASPI EUROPE, INC.
                                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                         September 30,        December 31,
                                                                       2001 (Unaudited)           2000
----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                  <C>
ASSETS
Current Assets
   Cash and cash equivalents                                            $          -         $      2,437
   Accounts receivable, net                                                  709,761              300,978
   GST receivable                                                                  -              158,837
   Due from related parties                                                   17,070               13,918
   Prepaid expenses                                                           12,994                9,126
----------------------------------------------------------------------------------------------------------
Total Current Assets                                                         739,825              485,296

Furniture and equipment, net                                               1,455,075            1,502,317
----------------------------------------------------------------------------------------------------------
Total Assets                                                            $  2,194,900           $1,987,613
----------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
   Checks in excess of funds                                            $     29,606         $      5,826
   Accounts payable                                                        1,766,803              692,889
   Due to related parties                                                    115,274                1,403
   Accrued payroll                                                           127,317              116,390
   GST payable                                                                27,363                    -
   Current portion of equipment financing                                  1,683,014              533,993
   Convertible note payable                                                  142,748                    -
   Loan payable                                                              104,403                    -
----------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                  3,996,528            1,350,501

Equipment financing, net of current portion                                        -            1,051,345
----------------------------------------------------------------------------------------------------------
Total Liabilities                                                          3,996,528            2,401,846
----------------------------------------------------------------------------------------------------------
Stockholders' Deficit
   Common stock, $0.001 par value; 50,000,000 shares authorized,
    17,463,147 and 5,976,211 issued and outstanding                           17,463                5,976
   Additional paid-in capital                                              4,514,920            2,649,133
   Accumulated deficit                                                    (6,415,215)          (3,031,888)
   Cumulative foreign currency translation adjustment                         81,204              (37,454)
----------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                               (1,801,628)            (414,233)
----------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                             $  2,194,900         $  1,987,613
----------------------------------------------------------------------------------------------------------
</TABLE>



     See accompanying notes to consolidated condensed financial statements.

                                       1
<PAGE>

<TABLE>
                                                ASPI EUROPE, INC.
                                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
                                                   (Unaudited)


                                                         Three Months Ended                    Nine Months Ended
                                                         -------------------                   ------------------
                                                            September 30,                         September 30,
                                                            -------------                         -------------

                                                      2001               2000              2001               2000
---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>               <C>
  NET REVENUES                                    $ 1,161,453       $ 1,061,163       $ 3,031,165       $  2,561,645
---------------------------------------------------------------------------------------------------------------------
  OPERATING EXPENSES
   Cost of services                                 1,262,569           905,226         3,443,703          1,980,100
   Selling, general and administrative                621,498           248,158         2,522,369            930,026
    Depreciation                                       92,847            74,197           276,772            117,181
---------------------------------------------------------------------------------------------------------------------
  Total operating expenses                          1,976,914         1,227,581         6,242,844          3,027,307
---------------------------------------------------------------------------------------------------------------------
  Operating loss                                     (815,461)         (166,418)       (3,211,679)          (465,662)

  OTHER EXPENSES
   Interest expense                                  (148,369)          (12,327)         (171,648)           (37,513)
---------------------------------------------------------------------------------------------------------------------
  Net loss                                        $  (963,830)      $  (178,745)      $(3,383,327)      $   (503,175)
---------------------------------------------------------------------------------------------------------------------
  Net loss                                        $  (963,830)      $  (178,745)      $(3,383,327)      $   (503,175)

   Foreign currency translation adjustment             65,375               535           118,658             (1,153)
---------------------------------------------------------------------------------------------------------------------
  Comprehensive loss                              $  (898,455)      $  (178,210)      $(3,264,669)      $   (504,328)
---------------------------------------------------------------------------------------------------------------------
  Net loss per share - basic and diluted          $     (0.06)      $     (0.03)      $     (0.31)      $      (0.09)
---------------------------------------------------------------------------------------------------------------------
  Weighted average number of shares of
    common stock outstanding                       16,652,676         5,745,579        10,910,717          5,646,512
---------------------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

<PAGE>

<TABLE>
                                                        ASPI EUROPE, INC.
                                   CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                  Common Stock
                                           ----------------------------                                  Cumulative
                                               Shares      Amount                                   Foreign Currency
                                                                      Additional       Accumulated    Translation
                                                                    Paid-in Capital     Deficit         Adjustment       Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>         <C>              <C>             <C>            <C>
ASPi Europe, Inc.
Balance, December 31, 2000                    5,976,211  $  5,976    $ 2,649,133      $(3,031,888)    $  (37,454)    $  (414,233)

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

Common stock issued in connection with
   reverse acquisition - July 9, 2001
   (Unaudited)                                7,172,647     7,173       (442,238)               -             -         (435,065)

Conversion of notes payable - July 9,
   2001 (Unaudited)                             167,500       168        167,332                -             -          167,500

Issuance of warrants in connection with
   convertible debt - July 9, 2001
   (Unaudited)                                        -         -        112,560                -             -          112,560

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

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

Stock-based compensation (Unaudited)                  -         -      1,645,118                -             -        1,645,118

Foreign currency translation (Unaudited)              -         -              -                -       118,658          118,658

Net loss (Unaudited)                                  -         -              -       (3,383,327)            -       (3,383,327)
----------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 2001 (Unaudited)      17,463,147  $ 17,463    $ 4,514,920      $(6,415,215)    $  81,204      $(1,801,628)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.



<PAGE>

<TABLE>
                                                ASPI EUROPE, INC.
                                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
                                                  (Unaudited )

                                                          Three Months Ended September 30,      Nine Months Ended September 30,
                                                          --------------------------------      -------------------------------
                                                              2001              2000                2001                2000
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>               <C>                   <C>
Cash Flows From Operating Activities
   Net loss                                              $  (963,830)        $(178,745)        $ (3,383,327)         $ (503,175)
   Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Depreciation                                              92,847            74,197              276,772             117,181
    Stock based compensation expense                         408,085           117,006            1,645,118             530,620
    Interest expense relating to issuance of warrants        112,560                 -              112,560                   -
    Stock issued relating to financial services rendered      22,350                 -               22,350                   -
    Bad debt expense                                               -               626              159,216                 626
    Change in assets and liabilities:
      Accounts receivable                                   (333,329)           88,676             (567,999)           (379,356)
      GST receivable                                          70,213           (39,889)             186,200             (65,538)
      Prepaid expenses                                        (3,949)           (8,367)              (3,868)             (6,717)
      Due from related party, net                             75,459            (1,573)             110,719             (33,569)
      Accounts payable                                       383,515           197,592            1,073,914             341,640
      Accrued payroll                                       (101,239)          (57,038)              10,927              81,111
      Accrued interest on note payable                        (1,973)                -                    -                   -
      Accrued interest on convertible note payable            20,248                 -               20,248                   -
      Accrued interest on loan payable                         4,403                 -                4,403                   -
      Accrued interest on equipment financing                 28,625            11,072               51,209              32,157
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities         (186,015)          203,557             (281,558)            114,980
-------------------------------------------------------------------------------------------------------------------------------
Cash Used in Investing Activities
   Purchase of furniture and equipment, net                   (7,844)                -              (90,005)                  -
   Business acquisition, net of cash acquired               (245,065)                -             (245,065)                  -
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                       (252,909)                -             (335,070)                  -
-------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
   Proceeds from issuing common stock                        358,000                 -              358,000             184,449
   Proceeds from stock options exercised                           -                 -                6,811                   -
   Proceeds from loan payable                                 50,000                 -               50,000                   -
   Repayment of equipment financing                                -           (67,317)             (22,124)           (157,544)
   Proceeds from parent                                            -                 -              150,000                   -
   Repayment of notes payable                                      -                 -                    -             (10,393)
   Change in bank overdrafts                                  29,606                 -               23,780                   -
-------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities          437,606           (67,317)             566,467              16,512
-------------------------------------------------------------------------------------------------------------------------------
Effect of Translation Adjustment on Cash                      (5,324)           13,352               47,724              33,218
-------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents          (6,642)          149,592               (2,437)            164,710
-------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, beginning of period                 6,642           100,424                2,437              85,306
-------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period                   $       -         $ 250,016         $          -          $  250,016
-------------------------------------------------------------------------------------------------------------------------------
Cash paid during the period for interest                   $       -         $  15,768         $      4,232          $   55,863

Non-Cash Investing and Financing Activities:
   Purchase of financed furniture and equipment            $       -         $ 507,840         $    140,617          $1,311,223
   Conversion of notes payable to common stock             $ 167,500         $  20,430         $    167,500          $   30,700
   Stock issued in reverse acquisition
     Cash                                                  $     625         $       -         $        625          $        -
     Prepaid expenses                                      $     500         $       -         $        500          $        -
     Accounts receivable - GrowthExperts                   $ 151,973         $       -         $    151,973          $        -
     Accounts payable                                      $(164,586)        $       -         $   (164,586)         $        -
     Due to related party                                  $ (64,824)        $       -         $    (64,824)         $        -
     Convertible notes payable                             $(306,575)        $       -         $   (306,575)         $        -
     Loan payable                                          $ (52,178)        $       -         $    (52,178)         $        -
-------------------------------------------------------------------------------------------------------------------------------
                                                           $(435,065)        $       -         $   (435,065)         $        -
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

<PAGE>

                                ASPI EUROPE, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1.  BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

Except  where the context  indicates  otherwise,  references  in this  Quarterly
Report on Form 10-Q to "ASPi"  refer to the  registrant,  ASPi  Europe,  Inc., a
Delaware  corporation  and  references  to the  "Company"  refer to ASPi and its
wholly-owned subsidiaries.

ASPi was incorporated in the State of Florida on August 17, 1984, under the name
of AIDA Industries,  Inc. and on December 19, 2000,  redomiciled to the state of
Delaware.  From its inception until July 20, 1998,  there was no activity within
ASPi. On July 20, 1998,  ASPi amended its Articles of  Incorporation  to provide
for a thousand to one  (1,000:1)  stock split and was quoted on the OTC Bulletin
Board.  ASPi began  operations in January of 1999,  and on March 24, 1999,  ASPi
changed its name from AIDA Industries, Inc. to Shopping Sherlock, Inc. On May 5,
2001, ASPi changed its name from Shopping Sherlock, Inc. to ASPi Europe, Inc.

On April 30,  2001,  ASPi  announced  that it entered into a letter of intent to
acquire all of the issued and  outstanding  equity  securities of  GrowthExperts
Group Inc.  ("GrowthExperts"),  an  outsourced  sales and customer  relationship
management services  corporation with its principal executive offices located in
New Westminster, British Columbia.

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

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

GrowthExperts was founded in August 1999 to meet the demand for outsourced sales
and   customer   relationship   management   services.   Since  its   formation,
GrowthExperts  has  offered  outsourced  sales,  marketing  and data  management
services   to  its  client   base  in  the   Business-to-Business   ("B2B")  and
Business-to-Consumer ("B2C") markets.  GrowthExperts presently has approximately
400 employees at its three customer  interaction  marketing  centers  located in
British Columbia, Canada

The acquisition of GrowthExperts  was treated as a reverse  acquisition  whereby
ASPi was  acquired by  GrowthExperts,  with the  September  30,  2001  unaudited
balance sheets being combined using each company's  historical  cost basis.  The
results  of  operations  include  that  of  both  companies  from  the  date  of
acquisition,  July 9, 2001,  forward.  The financial  statements  for the period
prior to the date of acquisition are those of GrowthExperts.  As the transaction
was a reverse  acquisition  of a public shell with no  operations,  no pro forma
information  related to this transaction is provided.  The equity section of the
balance sheet and the net loss per share of the Company are


<PAGE>


retroactively  restated to reflect the effect of the exchange ratio  established
in the asset purchase agreement.

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

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

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

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 the
period-end  rates of exchange,  and revenues and expenses are  translated at the
average  rates of exchange for the period.  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 a
few large  clients  for a  significant  portion of  revenues.  The loss of these
clients could have a materially adverse effect on the Company's


<PAGE>

business.  The revenues derived from these clients were  $2,243,695,  $3,022,811
and  $26,880,  or 74%,  98% and 49% of  total  revenues  for the  periods  ended
September 30, 2001, December 31, 2000, and December 31, 1999.

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

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

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations,  which is effective  January 1, 2003.  SFAS No. 143  addresses  the
financial  accounting and reporting  obligations and retirement costs related to
the retirement of tangible  long-lived  assets. The Company does not expect that
the  adoption of SFAS No. 143 will have a  significant  impact on its  financial
position and results of operations.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment of
Disposal of Long-Lived Assets,  which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121,  Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be  Disposed  Of, and the  accounting  and  reporting
provisions  relating to the  disposal  of a segment of a business of  Accounting
Principles  Board  Opinion No. 30. The Company does not expect that the adoption
of SFAS No. 144 will have a  significant  impact on its  financial  position and
results of operations.


NOTE 2.  BASIS OF PRESENTATION

The accompanying  consolidated condensed financial statements of the Company are
unaudited  and  include,  in the  opinion of  management,  all normal  recurring
adjustments necessary to present fairly the consolidated condensed balance sheet
as  of  September  30,  2001,   and  the  related   statements  of   operations,
stockholders'  deficit  and  cash  flows  for  the  periods  presented.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America have been  condensed or omitted  pursuant to the rules
and regulations of the Securities and Exchange  Commission  (the  "Commission").
These consolidated  condensed financial statements should be read in conjunction
with the Company's fiscal 2000 audited consolidated financial statements and the
related  notes  thereto  included  in the  Company's  Form 10-K  filed  with the
Commission on March 1, 2001.


NOTE 3.  GOING CONCERN

The Company has achieved revenue growth since its inception in late 1999 but has
not achieved  profitability.  The Company expects to continue to incur operating
losses until  significant  funding can be obtained.  The Company  incurred a net
loss of $3,383,327 for the nine months ended September 30, 2001, and to date has
an accumulated  deficit of $6,415,215.  The Company has never generated profits,
and there is no assurance that, in the future, the Company will be profitable on
a quarterly or annual  basis.  In  addition,  over the next twelve  months,  the
Company plans to increase  operating  expenses in order to fund  expansion.  The
Company has entered into equipment  financing  agreements  that are currently in
default. The entire unpaid principal and interest payments,  totaling $1,683,014
as of September 30, 2001, under the equipment financing agreements may be called
immediately and the financed equipment may be repossessed.  On November 8, 2001,
the Company  received  written  notification of an event of default with certain
terms of the  equipment  financing  agreements  and a demand for all amounts due
under  the  equipment  financing  agreements  to be repaid  immediately.  If the
financed equipment is repossessed, the Company could cease to offer its services
and lose its ability to generate revenue.



<PAGE>

The results of operations and cash flows presented for the three and nine months
ended  September  30, 2001 are not  necessarily  indicative of the results to be
expected for any other interim period or any future fiscal year.

If the Company is successful in attaining further funding,  the Company plans to
expand its  operations  by  increasing  the number of sales  associates,  hiring
additional  management,  making  capital  expenditures  and expanding one of its
customer interaction  marketing centers.  These activities are expected to yield
additional  revenues  and profit  margins that should allow the Company to cover
its fixed  overhead  and achieve  profitability  sometime  in 2002.  The Company
anticipates it will require up to an additional  $2.5 million of equity capital,
in addition to the funds  raised to date by the Company,  to fund the  expansion
and future  operations.  There can be no assurances that management will be able
to raise the necessary equity capital or that the amount raised will be adequate
to fund cash requirements until profitable operating levels are attained.

The  Company  believes  that it has  sufficient  working  capital  and access to
additional capital to sustain operations through late November 2001. The Company
cannot  assure that any revenues  generated in the future will be  sufficient to
finance the complete cost of its operations. The Company will require additional
funds before the Company can achieve  positive  cash flow from  operations.  The
Company is actively in the process of raising  additional  capital.  The Company
cannot assure that  additional  financing or additional  funds will be available
when the  Company  needs  them or,  if  available,  on terms  acceptable  to the
Company.  If adequate  funds are not  available,  the Company may not be able to
continue.  Any additional  stock or convertible debt financing which the Company
obtains,  if any,  could result in  substantial  dilution to  stockholders.  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 and substantial doubt exists regarding the Company's ability to continue
as a going concern.


NOTE 4.  NET LOSS PER SHARE

Basic loss per share is computed by dividing  net loss by the  weighted  average
number of common stock outstanding.  Per share information for all prior periods
have been  retroactively  restated to reflect the effect of the  exchange  ratio
established in the Agreement with  GrowthExperts.  As of September 30, 2001, the
Company had outstanding options to purchase 1,099,421 shares of common stock and
outstanding  warrants to purchase  575,500 shares of common stock which were not
included in the calculation of loss per share as their effect was anti-dilutive.


NOTE 5.  CONVERTIBLE NOTE PAYABLE

On May 17, 2000,  the Company  received  proceeds of $125,000 by entering into a
10% subordinated  convertible note with Manhattan Investments  Incorporated (the
"Manhattan  Note"),  which,  along with accrued interest,  was due on August 31,
2000.  The note is  convertible  at the  option of the holder at 80% of the last
reported  sale  price  of the  Company's  common  stock as  reported  on the OTC
Bulletin Board on the date of  conversion.  On October 12, 2000, the Company and
Manhattan Investments Incorporated agreed in writing to extend the maturity date
of the  Manhattan  Note to July 31,  2001.  On April 10,  2001,  the Company and
Manhattan Investments  Incorporated,  amended the Manhattan Note in writing such
that the interest  payment  previously  due on January 31, 2001 was due on April
30, 2001. On August 9, 2001,  the Manhattan Note was amended by the parties such
that the  interest  and  principal  was due on August 31, 2001 and the  interest
thereafter  would be at a rate of 12.5%. The Manhattan Note is now due on demand
although no demand has been given to date. The Company is  negotiating  with the
noteholder to further extend the due date.


NOTE 6.  LOANS PAYABLE

On January 22, 2001, the Company received proceeds of $50,000 by entering into a
10% promissory  note,  which,  along with accrued  interest,  was due on May 18,
2001.  On August 6, 2001,  the  Company and the  noteholder  amended the loan in
writing such that the principal and accrued  interest  previously due on May 18,
2001 became due on October 15, 2001 and the  interest  thereafter  would be at a
rate of 12.5%.  The promissory  note is now due on demand although no demand has
been given to date. The Company is negotiating with the lender to further extend
the due date.

On August 15, 2001, the Company received  proceeds of $50,000 by entering into a
12% promissory note, which, along with accrued interest,  is due on November 30,
2001.


<PAGE>

NOTE 7.  EQUIPMENT FINANCING

On December 22, 1999 and December 15, 2000,  the Company  entered into equipment
financing  agreements  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 services. Under these agreements,
the  Company  could  borrow up to $776,273  and  $1,171,843,  respectively.  The
Company is currently in default for principal and interest payments in excess of
$346,848  as at  September  30,  2001.  As a result of the  equipment  financing
agreements being in default,  the entire unpaid principal and interest payments,
totaling  $1,681,014 as of September 30, 2001, may be called immediately and the
financed equipment may be repossessed. On November 8, 2001, the Company recieved
written notification of an event of default under certain terms of the equipment
financing  agreements  and a demand  for all  amounts  due under  the  equipment
financing  agreements  to be repaid  immediately.  If the financed  equipment is
repossessed  the Company  could cease to offer its services and lose its ability
to generate  revenue.  The  Company  intends to pay the balance in arrears if it
obtains further funding.

On May 3, 2001, and June 30, 2001, the Company entered into equipment  financing
agreements  with  independent  suppliers  in the amounts of $20,880 and $18,132,
respectively, to finance the purchase of computer and office equipment.

Long-term debt consists of the following:

<TABLE>
                                                                 September 30, 2001       December 31, 2000
                                                                     (Unaudited)
------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                      <C>
Equipment financing payable,  interest at 6.75%, payable over     $    528,980             $    554,473
three years in monthly  installments of $22,179, due February
2003, collateralized by the financed equipment.

Equipment financing payable,  interest at 6.75%, payable over        1,125,857                1,030,865
four  years in monthly  installments  of  $33,481,  due April
2005, collateralized by the financed equipment.

Equipment  financing  payable,  interest at 13%, payable over           16,466                        -
two years in monthly  installments  of $991,  due April 2003,
collateralized by the financed equipment.

Equipment  financing  payable,  interest at 22%, payable over           11,711                        -
three  years in  monthly  installments  of $515,  due  August
2004, collateralized by the financed equipment.
------------------------------------------------------------------------------------------------------------
                                                                     1,683,014                1,585,338
Less:  Current portion                                               1,683,014                  533,993
------------------------------------------------------------------------------------------------------------
Long-term debt, net of current portion                            $          -             $  1,051,345
------------------------------------------------------------------------------------------------------------
</TABLE>

The Company is committed to future payments  underlying the equipment  financing
of at least  $505,104,  $727,958,  $443,732  and  $167,379  for the years ending
December 31, 2001, 2002, 2003 and 2004 respectively.


NOTE 8.  STOCKHOLDERS' DEFICIT

On July 9, 2001, an aggregate principal amount of $165,000 plus accrued interest
of $2,500 of 10%  convertible  notes was converted into 167,500 shares of common
stock at a conversion  rate of $1.00 per share.  The  noteholder  also  received
one-year warrants to purchase 83,750 shares of common stock at an exercise price
of $1.50 per share and three-year  warrants to purchase  83,750 shares of common
stock at an exercise  price of $2.00 per share.  The fair value  ascribed to the
warrants was $112,560 based on the Black-Scholes  option-pricing  model and such
amount was recorded as interest expense and as an increase to additional paid-in
capital.

Also on July 9, 2001,  the Company  sold  258,000  shares of common stock for an
aggregate  of $258,000  to two  investors.  In  connection  with this sale,  the
Company issued one-year warrants to purchase 129,000 shares of


<PAGE>

common stock at an exercise price of $1.50 per share and three-year  warrants to
purchase 129,000 shares of common stock at an exercise price of $2.00 per share.
In  connection  with this  sale,  the  Company  granted  the  investors  certain
registration  rights with respect to 258,000  shares of the common stock and the
underlying  shares  to be  issued  upon  the  exercise  of the  above  described
warrants.

On August 17,  2001,  the Company  sold  100,000  shares of common  stock for an
aggregate of $100,000 to an investor.  In connection with this sale, the Company
issued  one-year  warrants  to  purchase  50,000  shares of  common  stock at an
exercise  price of $1.50 per share and  three-year  warrants to purchase  50,000
shares of common stock at an exercise  price of $2.00 per share.  In  connection
with this sale, the Company  granted the investor  certain  registration  rights
with respect to 100,000 shares of the common stock and the underlying  shares to
be issued upon the exercise of the above described warrants.

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


NOTE 9.  COMMITMENTS

Leases - The Company  currently  leases three offices in the province of British
Columbia, Canada and one office in Seattle, WA. The leases have expiration dates
ranging from  December 2001 through March 2006.  The  Company's  future  minimum
payments  under these  leases are  $62,580,  $308,776,  $246,219,  $152,809  and
$110,140 for the years ending  December 31,  2001,  2002,  2003,  2004 and 2005,
respectively.

Employment  agreements  -  The  Company  had  employment  agreements  with  five
executive  officers that run from month to month.  The  agreements  provided for
aggregate base  compensation of $41,000 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


NOTE 10. SUBSEQUENT EVENTS

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

On November 2, 2001, the Company received proceeds of $37,000 by entering into a
12% promissory note, which, along with accrued interest,  is due on November 30,
2001.

On November 6, 2001,  options to purchase  150,000 shares of the Company's stock
were issued to officers  and  directors  of the Company at an exercise  price of
$1.64 per share.  As the stock price was equal to the exercise price on the date
of grant, no compensation expense was recorded under APB No. 25.

On November  15,  2001,  the Company  entered  into a finance  agreement  with a
Canadian retail  financial  services  company to provide  short-term  funding of
approximately  $190,000.  The  agreement  calls for the  assignment  of  certain
receivables of the Company as collateral.

On November 8, 2001, the Company  recieved  written  notification of an event of
default under certain terms of its equipment  financing  agreements and a demand
for all amounts due under the equipment agreements to be repaid immediately.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Certain statements and information contained in this Quarterly 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 the Company,  or developments in the Company,  to
differ  materially  from the  anticipated  results,  performance or achievements
expressed  or  implied  by  such  forward-looking  statements.  Such  risks  and
uncertainties  include,  but are not limited to: the  difficulty  in  predicting
future  performance,  limited  operating  history,  history of losses,  need for
additional  financing,  uncertainty  about its  ability to  continue  as a going
concern, reliance on independent long-distance companies, competition from other
providers of customer relationship management services; changes in relationships
with credit  providers  and  lenders,  realization  of revenues  and  unexpected
expenses,  the timing of  campaigns,  risk  related to future  acquisitions  and
expansion,   dependence   on  key   personnel,   reliance  on  key   third-party
relationships,  risks  involving the management of growth,  product  development
risks and risks of technological  change,  competition,  and the risk associated
with having substantially all of its revenue being derived from a few customers.
Other risks and uncertainties are described in the Company's 10-K filed with the
Commission  on March 1, 2001.  Except  where the  context  indicates  otherwise,
references  in this  Quarterly  Report  on  Form  10-Q to  "ASPi"  refer  to the
registrant,   ASPi  Europe,   Inc.,  and  ASPi's  former  corporate  names  AIDA
Industries,  Inc. and Shopping Sherlock,  Inc. References to the "Company" refer
to ASPi and its wholly-owned subsidiaries, GrowthExperts Group Inc. and Shopping
Sherlock, Inc.

Overview

ASPi was  incorporated  in  Florida  on  August  17,  1984,  under the name AIDA
Industries, Inc. ASPi began operations in January of 1999, and on March 24, 1999
changed its name from AIDA Industries, Inc. to Shopping Sherlock, Inc. On May 5,
2001, ASPi changed its name from Shopping Sherlock, Inc. to ASPi Europe, Inc. 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 ASPi to the  State  of
Delaware.

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

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

The  Company  is a  provider  of  outsourced  sales  and  customer  relationship
management,  or CRM,  services,  offering clients multiple customer  interaction
solutions that more  effectively  manage the  relationships  between clients and
their customers.  The Company's  services and retention programs are designed to
enable their clients to generate


<PAGE>

increased  sales,  strengthen  their  customer  relationships  and retain  their
customers for longer periods of time.  The Company offers  services to companies
in competitive  industries with significant customer relationship needs, such as
telecommunications.  The Company believes it has certain competitive advantages,
which includes its trained workforce, vertical industry expertise and integrated
technology solutions.  The Company operates three customer interaction marketing
centers in British Columbia, Canada, employing approximately 400 employees.

The Company anticipates that it will require an additional $2.5 million in order
to make capital  expenditures  and fund  operations over the next twelve months.
The Company believes that it requires at least $2.5 million in immediate funding
to satisfy its current  obligations and achieve  profitable  operations in 2002.
The  Company  is  seeking to raise the funds  through  either a private  debt or
equity offering. The Company currently has sufficient working capital to support
its current minimum  operations  through late November 2001.  Substantial  doubt
exists regarding the Company's ability to continue as a going concern.

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


Results of Operations

The Company's reported  financial  condition and earnings as of and for the nine
months ended September 30, 2001,  includes all amounts for GrowthExperts for the
full nine months together with the earnings of ASPi after July 9, 2001, the date
on which the Company completed the acquisition of  GrowthExperts.  The Company's
reported financial  condition and results of operations for the comparative nine
months ended September 30, 2000, are the amounts of GrowthExperts.

The Company's reported financial  condition and earnings as of and for the three
months ended September 30, 2001,  includes all amounts for GrowthExperts for the
full three months  together  with the  earnings of ASPi after July 9, 2001,  the
date on which the  Company  completed  the  acquisition  of  GrowthExperts.  The
Company's  reported  financial  condition  and  results  of  operations  for the
comparative   three  months  ended  September  30,  2000,  are  the  amounts  of
GrowthExperts.


For the Nine Months Ended September 30, 2001 Compared to the Nine Months
Ended September 30, 2000

Net  Revenues.  Net  revenues for the Company  rose to  $3,031,165  for the nine
months ended  September 30, 2001,  compared with  $2,561,645 for the nine months
ended  September  30,  2000,  representing  an increase of $469,520 or 18%.  The
increase was primarily due to hiring of an additional  200 sales agents over the
comparative  period which  resulted in increased net revenues.  The Company also
received higher net revenue per product sold beginning late in the quarter ended
September 30, 2001, compared to the same period last year..

Cost of Services.  Cost of services  consist  primarily of  compensation  of the
sales agents and  telecommunication  charges. The Company incurred $3,443,703 in
cost of services for the nine months ended  September  30, 2001,  compared  with
$1,980,100  for the nine  months  ended  September  30,  2000 for an increase of
$1,463,603  or  74%.  A  majority  of the  cost  of  services  were  related  to
compensation of the sales agents,  including bonuses and commissions,  amounting
to $2,516,361 for nine months ended September 30, 2001, compared with $1,372,680
for the nine months ended  September 30, 2000,  for an increase of $1,143,681 or
83%.  The number of sales agents has risen from  approximately  200 at September
30, 2000 to over 400 by September 30, 2001,  representing expansion in all three
customer   interaction   marketing   centers   in  British   Columbia,   Canada.
Telecommunication charges, consisting of long distance and server expenses, were
$874,595 for the nine months ended  September  30, 2001,  compared with $572,572
for the nine months ended  September  30,  2000,  for an increase of $302,023 or
53%. The increase in telecommunication charges reflects the increased usage by a
larger team of sales agents.

Selling, General and Administrative Expense. Selling, general and administrative
expenses  consist of rent,  compensation  of  management  and  marketing  staff,
professional fees, travel and other general corporate expenses. Selling, general
and administrative  expenses were $2,522,369 for the nine months ended September
30, 2001,


<PAGE>

compared  with  $930,026 for the nine months ended  September  30, 2000,  for an
increase of $1,592,343  or 171%.  The increase is primarily due to the hiring of
management  and marketing  staff for the expansion of the Company's  operations.
Compensation  of staff totalled  $1,911,520 for the nine months ended  September
30, 2001,  compared with  $732,511 for the nine months ended  September 30, 2000
for an increase of  $1,179,009  or 161%.  The  compensation  expense  included a
non-cash stock-based compensation charge of $1,645,118 for the nine months ended
September 30, 2001,  compared with $530,620 for the nine months ended  September
30, 2000.  The non-cash  stock-based  compensation  cost was due to the grant of
options to management  and  non-employee  consultants  of the Company during the
respective nine month periods. The charge for the grant of options to management
represents  the  difference  between  the  reported  fair  market  value  of the
Company's  common  stock  on the  date of grant  and the  exercise  price of the
option.  The  charge  for the  grant  of  options  to  non-employee  consultants
represents  the  difference  between the exercise price of stock options and the
deemed fair market  value of the  Company's  common  stock at the date of grant.
This  compensation  cost was  presented  as an  increase to  additional  paid-in
capital.  Professional fees were $98,161 for the nine months ended September 30,
2001,  compared with $25,009 for the nine months ended  September 30, 2000.  The
professional  fees relate to the costs  associated  with the Company's legal and
auditing work with the  acquisition.  General office  expenses,  including rent,
telephone  and  courier  expenses,  were  $236,932  for the  nine  months  ended
September 30, 2001,  compared with $111,565 for the nine months ended  September
30, 2000. The Company incurred $116,540 in travel and accommodation expenses for
the nine months ended  September  30, 2001,  compared  with $40,169 for the nine
months  ended  September  30,  2000.  The Company  recorded  bad debt expense of
$159,216 for the nine months ended  September  30, 2001,  compared with $626 for
the nine months ended  September 30, 2000.  The rise in bad debt expense was due
to a single  customer's  refusal to pay for  services  rendered  during the nine
months ended September 30, 2001, compared to no such bad debt expense during the
comparative period.

Depreciation  and  amortization.  The Company recorded  depreciation  expense of
$276,772 during the nine months ended September 30, 2001, compared with $117,181
for the nine  months  ended  September  30,  2000 for an increase of $159,591 or
136%. The rise in depreciation  reflects the increase in financed equipment made
in late 2000 and early 2001.

Interest,  net.  Net  interest  costs were  $171,648  for the nine months  ended
September  30, 2001,  compared  with $37,513 in net interest  costs for the nine
months ended  September  30, 2000 for an increase of $134,135 or 358%.  Interest
expense  consisted of interest  accrued on financed  equipment,  notes  payable,
convertible  notes payable and loans payable  outstanding  during the respective
periods.  The Company  recorded a non-cash  charge of  $112,560  relating to the
issuance of warrants in conjunction  with the  conversion of a convertible  note
payable to equity during the nine months ended September 30, 2001, compared with
no such charge for the nine months ended September 30, 2000.

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.


For the Three Months Ended September 30, 2001 Compared to the
Three Months Ended September 30, 2000

Net  Revenues.  Net revenues for the Company  rose to  $1,161,453  for the three
months ended  September 30, 2001,  compared with $1,061,163 for the three months
ended September 30, 2000, for an increase of $100,290 or 10%.

Cost of Services.  Cost of services consists of compensation of the sales agents
and  telecommunication  charges.  The  Company  incurred  $1,262,569  in cost of
services for the three months ended  September 30, 2001,  compared with $905,226
for the three months ended  September  30, 2000,  for an increase of $357,343 or
39%. A majority  of the  expenses  were  related  to  compensation  of the sales
agents, including bonuses and commissions, and totaled $951,112 for three months
ended  September  30, 2001,  compared  with  $607,321 for the three months ended
September 30, 2000.  Telecommunication charges were $296,691 for the nine months
ended  September  30, 2001,  compared  with  $283,652 for the three months ended
September 30, 2000.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative   expenses  consist  of  rent,  compensation  of  management  and
marketing staff, professional fees, travel and other general corporate expenses.


<PAGE>

Selling,  general and administrative expenses were $621,498 for the three months
ended  September  30, 2001,  compared  with  $248,158 for the three months ended
September  30,  2000 for an  increase  of  $373,340  or 150%.  The  increase  is
primarily  due to the hiring of  additional  staff and the related  compensation
charges.  Compensation  of staff  totalled  $526,368  for the three months ended
September 30, 2001,  compared with $179,313 for the three months ended September
30, 2000 for an increase of $347,055 or 194%. The compensation  expense included
non-cash  stock-based  compensation costs of $408,085 for the three months ended
September 30, 2001,  compared with $117,006 for the three months ended September
30, 2000.  The non-cash  stock-based  compensation  cost was due to the grant of
options to management  and  non-employee  consultants  of the Company during the
periods.  The  charge  for the grant of options  to  management  represents  the
difference  between the reported fair market value of the Company's common stock
on the date of grant and the  exercise  price of the option.  The charge for the
grant of options to non-employee  consultants  represents the difference between
the  exercise  price of stock  options and the deemed  fair market  value of the
Company's  common  stock  at the  date of  grant.  This  compensation  cost  was
presented as an increase to additional  paid-in capital.  Professional fees were
$30,343 for the three months ended September 30, 2001,  compared with $4,581 for
the three months ended September 30, 2000.  General office  expenses,  including
rent,  telephone and courier  expenses,  were $82,512 for the three months ended
September 30, 2001,  compared with $35,932 for the three months ended  September
30, 2000. The Company incurred $32,658 in travel and accommodation  expenses for
the three months ended  September 30, 2001,  compared with $16,813 for the three
months ended September 30, 2000. The Company recorded a gain on foreign exchange
of $83,050 for the three months ended  September 30, 2001,  compared with a loss
of $1,534 for the three months ended September 30, 2000.

Depreciation  and  amortization.  The Company recorded  depreciation  expense of
$92,847 during the three months ended September 30, 2001,  compared with $74,197
for the three months ended September 30, 2000 for an increase of $18,650 or 25%.
The rise in depreciation  reflects the increase in financed equipment during the
respective periods.

Interest,  net.  Net  interest  costs were  $148,369  for the three months ended
September 30, 2001,  compared  with $12,327 in net interest  costs for the three
months ended September 30, 2000 for an increase of $136,042 or 1,100%.  Interest
expense  consisted of interest  accrued on financed  equipment,  notes  payable,
convertible  notes payable and loans payable  outstanding  during the respective
periods.  The Company  recorded a non-cash  charge of  $112,560  relating to the
issuance of warrants in conjunction  with the  conversion of a convertible  note
payable to equity  during the three months ended  September  30, 2001,  compared
with no such charge for the three months ended September 30, 2000.

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.


Liquidity and Capital Resources

As of September 30, 2001, the Company's  consolidated cash position was nil, and
the  consolidated  working  capital  deficit  was  $3,256,703,  compared  with a
consolidated cash position of $2,437 and a consolidated  working capital deficit
of $865,205 as of December 31, 2000.

Since   inception,   the  Company  has  financed  its  operations  from  capital
contributions  from  shareholders  and the issuance of subordinated  convertible
notes or promissory notes.  During the nine months ended September 30, 2001, the
Company  received  gross  proceeds  of $358,000  from the sale of common  stock,
$150,000  from  the  issuance  of a loan and  $50,000  from  the  issuance  of a
promissory  note.  This compares with the receipt of gross  proceeds of $184,449
from the sale of common stock for the nine months ended  September 30, 2000. The
Company currently has sufficient  working capital to support its current minimum
operations through late November 2001.

The Company  incurred  net capital  expenditures  of $90,005 for the nine months
ended  September 30, 2001,  compared with no capital  expenditures  for the nine
months  ended  September  30,  2000.  These   expenditures  were  primarily  for
communication  equipment associated with the Company's  operations.  The Company
purchased  furniture  and  equipment  in the amount of $140,617  under  existing
equipment financing  agreements during the nine months ended September 30, 2001,
compared with purchases of $1,311,223 for the nine months ended September


<PAGE>

30, 2000. The purchase of furniture and equipment under financing  agreements is
a non-cash  transaction  and is reflected as an increase in equipment  financing
payable.

Net cash used in  operating  activities  was  $281,558 for the nine months ended
September  30,  2001,  including  a net loss of  $3,383,327  and an  increase in
payables of  $1,073,914.  This  compares  with net cash  provided  by  operating
activities of $114,980 for the nine months ended September 30, 2000, including a
net loss of $569,080  and an increase  in  payables  of  $341,640.  For the nine
months ended  September  30, 2001,  the Company  recorded  non-cash  expenses of
$1,645,118   relating  to  the  issuance  of  stock  options  to  employees  and
non-employee  consultants  and a charge of $112,560 for the issuance of warrants
on the conversion of a previously issued convertible note payable. This compares
with non-cash transactions of $530,620 relating to the issuance of stock options
to employees and  non-employee  consultants  for the nine months ended September
30, 2000. The Company plans to increase its operating expenditures in the future
in order to expand its operations if adequate funds can be obtained.

The Company is currently in default for principal  and interest  payments on its
equipment  financing  agreements in excess of $346,848 as of September 30, 2001.
As a result of the equipment financing  agreements being in default,  the entire
unpaid principal and interest payments,  totaling $1,683,014 as of September 30,
2001, may be called  immediately,  or the financed equipment may be repossessed.
On November 8, 2001, the Company  recieved  written  notification of an event of
default under certain terms of the equipment  financing  agreements and a demand
for all  amounts  due  under the  equipment  financing  agreements  to be repaid
immediately.  If the financed equipment is repossessed,  the Company could cease
to offer its services and lose its ability to generate revenue. Payment has been
made to date but any such demand  could  result in the Company  ceasing to offer
its  services.  The Company  intends to pay the balance in arrears if it obtains
further funding.

The Company anticipates that it will require an additional $2.5 million in order
to make capital  expenditures  and fund  operations of the Company over the next
twelve  months.  The Company  believes that it requires at least $2.5 million in
immediate funding to satisfy its current  obligations and achieve  profitability
in 2002.  There  can be no  assurance,  however,  that  such  financing  will be
available  to the  Company  or,  if it is,  that it will be  available  on terms
acceptable  to the Company and will be  sufficient  to fund cash needs until the
Company reaches profitable operations and positive cashflows.  If the Company is
unable to obtain the financing  necessary to support its  operations,  it may be
unable to continue as a going concern.  The Company currently has no commitments
for any credit facilities such as revolving credit agreements or lines of credit
that could  provide  additional  working  capital and  substantial  doubt exists
regarding the Company's ability to continue as a going concern.


Recent Accounting Pronouncements

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

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

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations,  which is effective  January 1, 2003.  SFAS No. 143  addresses  the
financial  accounting and reporting  obligations and retirement costs related to
the retirement of tangible  long-lived  assets. The Company does not expect that
the  adoption of SFAS No. 143 will have a  significant  impact on its  financial
position and results of operations.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment of
Disposal of Long-Lived Assets,  which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, Accounting for the Impairment of


<PAGE>

Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of,  and  the
accounting and reporting  provisions  relating to the disposal of a segment of a
business of  Accounting  Principles  Board  Opinion No. 30. The Company does not
expect that the adoption of SFAS No. 144 will have a  significant  impact on its
financial position and results of operations.


Non-Qualified Stock Options

As of  September  30,  2001,  the Company had  outstanding  non-qualified  stock
options to purchase  1,099,421  shares of the  Company's  common stock issued to
various employees, consultants and directors pursuant to its stock option plan.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company  believes  that it does not have any material  exposure to commodity
risks. The Company does have exposure to foreign currency  fluctuations relating
to its wholly-owned  subsidiary,  GrowthExperts,  which is based in Canada.  The
Company  continues to expand the business in Canada and, as such,  an increasing
proportion  of the  Company's  business  will  be  denominated  in the  Canadian
currency. As a result, fluctuations in the Canadian currency may have a material
impact  on  the  Company's  business,   results  of  operations,  and  financial
condition.  For the nine months  ended  September  30,  2001,  the net impact of
foreign exchange  fluctuations was a gain of $118,658 compared to loss of $1,153
for the nine months ended September 30, 2000.  Generally,  the Company  benefits
when the Canadian  currency falls due to most of its  expenditure  being paid in
the  Canadian  currency  prior to  collection  of its  revenue in United  States
currency.  The  Company  does not own any  derivative  instruments  and does not
engage in any hedging transactions.

The following is a chart of  historical  currency  rates of the Canadian  dollar
compared to the US dollar:

        Quarter Ended             2001              2000               1999
        -------------             ----              ----               ----

          March 31,              0.6410            0.6847             0.6590
           June 30,              0.6560            0.6771             0.6807
        September 30,            0.6379            0.6729             0.6771
         December 31,              N/A             0.6569             0.6787

(Canadian dollar: $1 US dollar)



<PAGE>

PART II  --  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     None

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          On July 9, 2001,  the Company sold 258,000  shares of common stock for
          an aggregate of $258,000 to two  investors.  In  connection  with this
          sale, the Company issued one-year  warrants to purchase 129,000 shares
          of common stock at an exercise price of $1.50 per share and three-year
          warrants to  purchase  129,000  shares of common  stock at an exercise
          price of $2.00 per share.  In connection  with this sale,  the Company
          granted the  investors  certain  registration  rights with  respect to
          258,000  shares of the common  stock and the  underlying  shares to be
          issued upon the exercise of the above described warrants.

          On August 17, 2001,  the Company  sold 100,000  shares of common stock
          for an aggregate of $100,000 to an investor.  In connection  with this
          sale, the Company issued  one-year  warrants to purchase 50,000 shares
          of common stock at an exercise price of $1.50 per share and three-year
          warrants  to  purchase  50,000  shares of common  stock at an exercise
          price of $2.00 per share.  In connection  with this sale,  the Company
          granted the  investor  certain  registration  rights  with  respect to
          100,000  shares of the common  stock and the  underlying  shares to be
          issued upon the exercise of the above described warrants.

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

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

          On  July 9,  2001,  the  Company  issued  an  aggregate  of  9,750,000
          Exchangeable   Shares  in   GrowthExperts   for  each  of  the  former
          GrowthExperts  shareholder's  common  shares.  On October 7, 2001, the
          former  GrowthExperts  shareholders were issued an additional  750,000
          Exchangeable  Shares in GrowthExperts  due to the Company's failure in
          raising an additional  $750,000  within 90 days of the Closing Date of
          the Agreement.  The Exchangeable  Shares are exchangeable at any time,
          at the holder's option,  for shares of the Company's common stock on a
          one-for-one basis.



<PAGE>




ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          The  Company's  wholly  owned  operating  subsidiary,   GrowthExperts,
          entered into equipment financing agreements with Bell Intrigna Inc., a
          Canadian  telecommunications  provider,  for the  purchase  of certain
          capital  assets.  Principal and interest  payments that are in default
          and exceed 30 days are approximately  equal to $346,848 to date. As at
          September 30, 2001, the outstanding balance of the equipment financing
          agreements  total  approximately  $1.7  million  which is  payable  in
          monthly installments over periods ranging from three to five years. On
          November 8, 2001 the Company recieved written notification of an event
          of default under certain terms of the equipment  financing  agreements
          and a  demand  for all  amounts  due  under  the  equipment  financing
          agreements  to be repaid  immediately.  If the  financed  equipment is
          repossessed,  the Company  could cease to offer its  services and lose
          its  ability  to  generate  revenue.  The  Company  intends to pay the
          balance in arrears if it obtains further funding.

          On May 17,  2000,  the Company  entered  into a $125,000  subordinated
          convertible  note  with  Manhattan   Investments   Incorporated   (the
          "Manhattan  Note"),  which,  along with accrued  interest,  was due on
          August 31, 2001.  The Company is  negotiating  with the noteholder and
          intends to pay the balance in arrears if it obtains further funding.

          On January  22,  2001,  the  Company  received  proceeds of $50,000 by
          entering into a promissory note with an individual,  which, along with
          accrued  interest,  was  due on  October  14,  2001.  The  Company  is
          negotiating  with the  noteholder  and  intends to pay the  balance in
          arrears if it obtains further funding.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

ITEM 5.   OTHER INFORMATION

          On  September  15,  2001,  Damon  Poole  resigned as a director of the
          Company.  On November 6, 2001,  Alan Stier was appointed a director of
          the Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

          Exhibit
           Number   Description
          -------   -----------
           2.1(6)   Agreement and Plan of Merger dated as of December 7, 2000 by
                    and  between  the  registrant  and ASPi  Europe,  a Delaware
                    corporation
           2.2(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
           2.3(8)   Amalgamation  and   Re-Organization   Agreement  among  ASPi
                    Europe,  Inc., ASPi Alberta Holdings Inc. and  GrowthExperts
                    Group Inc. dated June 11, 2001
           2.4(8)   Amending  Agreement  among ASPi Europe,  Inc.,  ASPi Alberta
                    Holdings Inc. and  GrowthExperts  Group Inc.  dated June 29,
                    2001
           2.5(8)   Voting  and  Exchange  Agreement  among ASPi  Europe,  Inc.,
                    GrowthExperts   Group  Inc.,  Clark,   Wilson  Barristers  &
                    Solicitors,  ASPi Alberta Holdings Inc. and the shareholders
                    of GrowthExperts Group Inc. dated June 11, 2001


<PAGE>

          Exhibit
           Number   Description
          -------   -----------
           2.6(8)   Support  Agreement  among ASPi  Europe,  Inc.,  ASPi Alberta
                    Holdings Inc. and  GrowthExperts  Group Inc.  dated June 11,
                    2001
           3.1(5)   Certificate of Incorporation
           3.2(5)   Bylaws
           3.3(8)   Articles of Amalgamation of ASPI Alberta Holdings Inc.
           3.4(8)   Certificate  of  Designation  of  the  Relative  Rights  and
                    Preferences  of the  Series I Special  Voting  Stock of ASPi
                    Europe, Inc.
           4.1(4)   Form of Common Stock Share Certificate
           4.2(9)   Form of Unit Subscription Agreement
           4.3(9)   Form of Registration Rights Agreement
           4.4(9)   Form of Warrant to Purchase Common Stock at $1.50 per share
           4.5(9)   Form of Warrant to Purchase Common Stock at $2.00 per share
          10.1(4)   1999 Stock Option Plan
          10.2(4)   Form of Stock Option Agreement
          10.3(3)   Agency  Agreement  dated  March 15,  2000 by and between the
                    registrant and DJ Limited
          10.4(3)   Credit Facility  Agreement dated May 17, 2000 by and between
                    the registrant and Manhattan Investments Incorporated
          10.5(1)   First Allonge to the Promissory Note dated May 17, 2000 made
                    by registrant in favor of Manhattan Investments Incorporated
                    dated October 12, 2000
          10.6(1)   Promissory  Note dated  January  22, 2001 by and between the
                    registrant and Ricardo Requena
          10.7(7)   Second  Allonge to the  Promissory  Note dated May 17,  2000
                    made  by  registrant  in  favor  of  Manhattan   Investments
                    Incorporated dated April 10, 2001
          10.8(8)   Form of Amended and Restated Executive Employment Agreement
          10.9(9)   Form of Amended and Restated Stock Option Certificate
          10.10(9)  Sub-Sublease  dated July 20, 2001,  between,  Vault Capital,
                    Inc. and GrowthExperts Group, Inc.
          10.11(9)  First Allonge to the Promissory  Note dated January 22, 2001
                    by and between the  registrant  and  Ricardo  Requena  dated
                    August 6, 2001
          10.12(9)  Third Allonge to the Promissory Note dated May 17, 2000 made
                    by  the   registrant  in  favor  of  Manhattan   Investments
                    Incorporated dated August 9, 2001
          10.13     Promissory  Note dated  August 15,  2001 by and  between the
                    registrant and Aslan Corporation
          10.14     Promissory  Note dated  November  2, 2001 by and between the
                    registrant and Digimark Capital Corporation
          10.15     Audited  Consolidated  Financial Statements of GrowthExperts
                    Group Inc. as of December 31, 2000 and 1999
          99.1      Risk Factors
    ---------------
     (1)  Incorporated by reference to the Company's Form 10-Q filed on November
          8, 2000.
     (2)  Incorporated  by reference to the Company's  Form 10-Q filed on August
          14, 2000.
     (3)  Incorporated  by reference to the  Company's  Form 10-K filed on March
          30, 2000.
     (4)  Incorporated by reference to the Company's  Registration  Statement on
          Form 10 (No. 000-26809)
     (5)  Incorporated  by reference to the Company's  Form 8-K filed on January
          2, 2001.
     (6)  Incorporated by reference to the Company's Form 10-K filed on March 1,
          2001.
     (7)  Incorporated  by reference to the  Company's  Form 10-Q filed on April
          27, 2001.
     (8)  Incorporated  by reference to the Company's Form 8-K filed on July 24,
          2001.
     (9)  Incorporated  by reference to the Company's  Form 10-Q filed on August
          14, 2001.


<PAGE>

     (b)  Reports on Form 8-K

          The following  reports on Form 8-K have been filed with the Securities
          and Exchange Commission during the period:

          1.   On July 9, 2001,  a report on Form 8-K was filed with  respect to
               the  acquisition  of all of the issued and  outstanding  stock of
               GrowthExperts Group Inc.

          2.   On July 10,  2001, a report on Form 8-K was filed with respect to
               a press release dated July 10, 2001.




<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  on its  behalf  by the  undersigned
thereunto duly authorized.


                                 ASPI EUROPE, INC.



November 27, 2001
                                 "F. Thomas Winters III"
                                 --------------------------------------------
                                 F. Thomas Winters III, Chief Executive Officer


November 27, 2001
                                 "Patrick Hanna"
                                 --------------------------------------------
                                 Patrick Hanna, Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

          Exhibit
           Number   Description
          -------   -----------
           2.1(6)   Agreement and Plan of Merger dated as of December 7, 2000 by
                    and  between  the  registrant  and ASPi  Europe,  a Delaware
                    corporation

           2.2(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
           2.3(8)   Amalgamation  and   Re-Organization   Agreement  among  ASPi
                    Europe,  Inc., ASPi Alberta Holdings Inc. and  GrowthExperts
                    Group Inc. dated June 11, 2001
           2.4(8)   Amending  Agreement  among ASPi Europe,  Inc.,  ASPi Alberta
                    Holdings Inc. and  GrowthExperts  Group Inc.  dated June 29,
                    2001
           2.5(8)   Voting  and  Exchange  Agreement  among ASPi  Europe,  Inc.,
                    GrowthExperts   Group  Inc.,  Clark,   Wilson  Barristers  &
                    Solicitors,  ASPi Alberta Holdings Inc. and the shareholders
                    of GrowthExperts Group Inc. dated June 11, 2001


<PAGE>

          Exhibit
           Number   Description
          -------   -----------
           2.6(8)   Support  Agreement  among ASPi  Europe,  Inc.,  ASPi Alberta
                    Holdings Inc. and  GrowthExperts  Group Inc.  dated June 11,
                    2001
           3.1(5)   Certificate of Incorporation
           3.2(5)   Bylaws
           3.3(8)   Articles of Amalgamation of ASPI Alberta Holdings Inc.
           3.4(8)   Certificate  of  Designation  of  the  Relative  Rights  and
                    Preferences  of the  Series I Special  Voting  Stock of ASPi
                    Europe, Inc.
           4.1(4)   Form of Common Stock Share Certificate
           4.2(9)   Form of Unit Subscription Agreement
           4.3(9)   Form of Registration Rights Agreement
           4.4(9)   Form of Warrant to Purchase Common Stock at $1.50 per share
           4.5(9)   Form of Warrant to Purchase Common Stock at $2.00 per share
          10.1(4)   1999 Stock Option Plan
          10.2(4)   Form of Stock Option Agreement
          10.3(3)   Agency  Agreement  dated  March 15,  2000 by and between the
                    registrant and DJ Limited
          10.4(3)   Credit Facility  Agreement dated May 17, 2000 by and between
                    the registrant and Manhattan Investments Incorporated
          10.5(1)   First Allonge to the Promissory Note dated May 17, 2000 made
                    by registrant in favor of Manhattan Investments Incorporated
                    dated October 12, 2000
          10.6(1)   Promissory  Note dated  January  22, 2001 by and between the
                    registrant and Ricardo Requena
          10.7(7)   Second  Allonge to the  Promissory  Note dated May 17,  2000
                    made  by  registrant  in  favor  of  Manhattan   Investments
                    Incorporated dated April 10, 2001
          10.8(8)   Form of Amended and Restated Executive Employment Agreement
          10.9(9)   Form of Amended and Restated Stock Option Certificate
          10.10(9)  Sub-Sublease  dated July 20, 2001,  between,  Vault Capital,
                    Inc. and GrowthExperts Group, Inc.
          10.11(9)  First Allonge to the Promissory  Note dated January 22, 2001
                    by and between the  registrant  and  Ricardo  Requena  dated
                    August 6, 2001
          10.12(9)  Third Allonge to the Promissory Note dated May 17, 2000 made
                    by  the   registrant  in  favor  of  Manhattan   Investments
                    Incorporated dated August 9, 2001
          10.13     Promissory  Note dated  August 15,  2001 by and  between the
                    registrant and Aslan Corporation
          10.14     Promissory  Note dated  November  2, 2001 by and between the
                    registrant and Digimark Capital Corporation
          10.15     Audited  Consolidated  Financial Statements of GrowthExperts
                    Group Inc. as of December 31, 2000 and 1999
          99.1      Risk Factors
    ---------------
     (1)  Incorporated by reference to the Company's Form 10-Q filed on November
          8, 2000.
     (2)  Incorporated  by reference to the Company's  Form 10-Q filed on August
          14, 2000.
     (3)  Incorporated  by reference to the  Company's  Form 10-K filed on March
          30, 2000.
     (4)  Incorporated by reference to the Company's  Registration  Statement on
          Form 10 (No. 000-26809)
     (5)  Incorporated  by reference to the Company's  Form 8-K filed on January
          2, 2001.
     (6)  Incorporated by reference to the Company's Form 10-K filed on March 1,
          2001.
     (7)  Incorporated  by reference to the  Company's  Form 10-Q filed on April
          27, 2001.
     (8)  Incorporated  by reference to the Company's Form 8-K filed on July 24,
          2001.
     (9)  Incorporated  by reference to the Company's  Form 10-Q filed on August
          14, 2001.