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 June 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 July 31, 2001 was 17,348,147.



<PAGE>


                                ASPI EUROPE, INC.
                          (A Development Stage Company)
                             INDEX TO THE FORM 10-Q
                  For the quarterly period ended June 30, 2001

                                                                           Page


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................5
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS...........6

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS.............................................9

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........13

PART II --  OTHER INFORMATION.................................................14

   ITEM 1.  LEGAL PROCEEDINGS.................................................14

   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.........................14

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................14

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............15

   ITEM 5.  OTHER INFORMATION.................................................15

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................15

   SIGNATURES ................................................................17




                                       i
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>

                                                                      June 30,         December 31,
                                                                        2001               2000
                                                                    (unaudited)
----------------------------------------------------------------------------------------------------
<S>                                                                <C>                   <C>
ASSETS

Current Assets
   Cash and cash equivalents                                       $       625           $    1,217
   Prepaid expenses and deposits                                           500                2,130
   Note receivable from GrowthExperts Group Inc.                       151,973                    -
----------------------------------------------------------------------------------------------------
Total Current Assets                                                   153,098                3,347
----------------------------------------------------------------------------------------------------

Total Assets                                                       $   153,098           $    3,347
----------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                $   164,586           $  129,574
   Due to related party                                                 64,824               32,010
   Convertible note payable                                            306,575              132,876
   Loan payable                                                         52,178                    -
----------------------------------------------------------------------------------------------------
Total Current Liabilities                                              588,163              294,460
----------------------------------------------------------------------------------------------------
Stockholders' Deficit
   Common stock, $0.001 par value; 50,000,000 shares authorized,
    7,172,647 issued and outstanding                                     7,173                7,173
   Additional paid-in capital                                        2,319,524            2,319,524
   Deficit accumulated during the development stage                 (2,761,762)          (2,617,810)
----------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                           (435,065)            (291,113)
----------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                        $   153,098           $    3,347
----------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.



                                       1
<PAGE>
<TABLE>
                                                        ASPI EUROPE, INC.
                                                  (A Development Stage Company)
                                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                             FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                                            (Unaudited)


                                         Cumulative Amounts
                                          for the period
                                          from Inception
                                         (August 17, 1984)        Three Months Ended June 30,      Six Months Ended June 30,
                                       through June 30, 2001         2001           2000            2001              2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>            <C>              <C>            <C>
OPERATING EXPENSES
 General and administrative                $    620,025         $   81,014      $  75,254       $  135,173      $    270,618
 Financial consulting fee                     1,156,000                  -              -                -         1,156,000
 Depreciation and amortization                    6,146                  -              -                -                 -
 Interest expense, net                            5,761              4,764         32,709            8,779            33,209
-----------------------------------------------------------------------------------------------------------------------------
Total operating expenses                        887,932             85,778        107,963          143,952         1,459,827
-----------------------------------------------------------------------------------------------------------------------------

Loss from continuing operations              (1,887,932)           (85,778)      (107,963)        (143,952)       (1,459,827)
-----------------------------------------------------------------------------------------------------------------------------

DISCONTINUED OPERATIONS
 Loss from discontinued operations           (1,073,946)                 -              -                -           (29,826)
 Gain on disposal of assets                     200,116                  -              -                -           268,981
-----------------------------------------------------------------------------------------------------------------------------
Net (loss) gain from discontinued              (873,830)                 -              -                -           239,155
 operations
-----------------------------------------------------------------------------------------------------------------------------
Net loss                                   $ (2,761,762)        $  (85,778)     $(107,963)      $ (143,952)     $ (1,220,672)
-----------------------------------------------------------------------------------------------------------------------------
Net (loss) gain per share -
 Continuing operations                                          $    (0.01)     $   (0.02)           (0.02)            (0.19)
 Discontinued operations                                             (0.00)         (0.00)           (0.00)             0.03
-----------------------------------------------------------------------------------------------------------------------------
 Net loss per share - basic and diluted                         $    (0.01)     $   (0.02)      $    (0.02)     $      (0.16)
-----------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares of
 common stock outstanding - basic
 and diluted                                                     7,172,647      7,063,116        7,172,647         7,797,925
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to consolidated condensed financial statements.



                                       2
<PAGE>
<TABLE>

                                                        ASPI EUROPE, INC.
                                                  (A Development Stage Company)

                                     CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT


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

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

Activity January 1986 through
December 31, 1997                              -             -                 -                 -                   -
------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997               100,000           100               900            (1,000)                  -

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

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

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

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

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

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

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

Net loss                                       -             -                 -        (1,220,228)         (1,220,228)
------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999             9,000,000         9,000         1,131,579        (1,223,307)            (82,728)

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

Stock options granted for officer
   compensation - February 7, 2000             -             -            68,334                 -              68,334

Redemption of common stock for
   software license ($0.175/share)
   - March 14, 2000                   (2,000,000)       (2,000)         (348,000)                -            (350,000)

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

Beneficial conversion discount of
   convertible debt - May 17, 2000             -             -            31,250                 -              31,250

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

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

     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

           CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT



<TABLE>

                                             Common Stock                            Deficit Accumulated
                                         ---------------------        Additional         During the
                                         Shares         Amount      Paid-in Capital    Development Stage       Total
------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>             <C>              <C>                  <C>
(Continued)

Net loss                                       -             -        $        -        (1,394,503)       (1,394,503)
------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000             7,172,647         7,173         2,319,524        (2,617,810)         (291,113)

Net loss (Unaudited)                           -             -                 -          (143,952)         (143,952)
------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2001 (Unaudited)     7,172,647      $  7,173        $2,319,524       $(2,761,762)        $(435,065)
------------------------------------------------------------------------------------------------------------------------
</TABLE>






     See accompanying notes to consolidated condensed financial statements.





                                       4
<PAGE>

<TABLE>

                                                        ASPI EUROPE, INC.
                                                  (A Development Stage Company)
                                         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000
                                                           (Unaudited )

                                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                        Cumulative
                                                     Amounts for the
                                                       period from
                                                        Inception
                                                       (August 17,             Three Months Ended             Six Months Ended
                                                          1984),                   June 30,                        June 30,
                                                         through          ---------------------------   -------------------------
                                                      June 30, 2001          2001            2000          2001           2000
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                   <C>            <C>            <C>           <C>
Cash Flows From Operating Activities
 Net loss                                            $(2,761,762)         $ (85,778)     $ (107,963)    $ (143,952)   $(1,220,672)
 Adjustments to reconcile net loss to net cash
    used in operating activities
 Discount amortization on convertible note payable        93,750                  -          31,250              -         31,250
 Loss on assets held for liquidation                     157,274                  -          20,335              -         61,598
 Gain on PLIC stock redemption agreement                (350,000)                 -               -              -       (350,000)
 Stock based compensation expense                         68,334                  -               -              -         68,334
 Stock warrants issued for agency agreement            1,156,000                  -               -              -      1,156,000
 Depreciation                                              6,146                  -               -              -              -
 Change in assets and liabilities:
  Restricted cash                                              -                  -           1,134              -         18,947
  Prepaid expenses and deposits                             (500)              (500)            511          1,630         20,551
  Accounts payable                                       164,586             37,442         (42,497)        35,012         49,059
  Due to related party                                    64,824             27,246         (42,315)        32,814        (38,885)
  Accrued interest on convertible note payable            22,109              5,616           1,575          8,699          2,437
  Accrued interest on loan payable                         2,178              1,246               -          2,178              -
  Accrued interest on loan receivable                     (1,973)            (1,973)              -         (1,973)             -
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                 (1,379,034)           (16,701)       (137,970)       (65,592)      (201,381)
---------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
 Proceeds from sale of net assets to be disposed of       24,500                  -               -              -          2,000
 Purchase of furniture and equipment                    (116,189)                 -               -              -              -
 Increase in note receivable                            (221,731)          (150,000)              -       (150,000)             -
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities     (313,420)          (150,000)              -       (150,000)         2,000
---------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
 Proceeds from issuing common stock                    1,253,079                  -               -              -              -
 Proceeds from convertible notes payable                 540,000            165,000         125,000        165,000        125,000
 Proceeds from loan payable                               50,000                  -               -         50,000              -
 Distribution to stockholder                            (150,000)                 -               -              -              -
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities              1,693,079            165,000         125,000           (592)       125,000
---------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash                     625            (1,701)         (12,970)          (592)      (74,381)
 Equivalents
Cash and Cash Equivalents, beginning of period                 -              2,326          31,716          1,217         93,127
---------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period             $       625          $     625      $   18,746     $      625    $    18,746
---------------------------------------------------------------------------------------------------------------------------------
Non-cash Financing Activity
Conversion of note payable to common stock           $   255,534         $       -      $        -     $        -     $   151,478
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>
                                ASPI EUROPE, INC.
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1.  BUSINESS DESCRIPTION

ASPi Europe,  Inc.  (the  "Company")  is a  development  stage  company that was
incorporated in the State of Florida on August 17, 1984,  under the name of AIDA
Industries, Inc. and on December 19, 2000, redomiciled to the state of Delaware.
From its  inception  until  July 20,  1998,  there was no  activity  within  the
Company.  On July 20, 1998, the Company 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.  The Company began  operations in January of 1999, and on March
24, 1999, the Company  changed its name from AIDA  Industries,  Inc. to Shopping
Sherlock,  Inc. In  anticipation  of closing a  previously  announced  letter of
intent,  on May 5, 2001,  the Company  changed its name from Shopping  Sherlock,
Inc. to ASPi Europe, Inc.

On January 12,  2001,  the Company  announced  that it entered  into a letter of
intent to acquire all of the issued and outstanding equity securities of Digital
Snaps Inc., a Vancouver,  British  Columbia based  application  service provider
("DSI"),  which offers  applications  that  facilitate  the flow of  information
between  manufacturers  and retailers.  On April 30, 2001, the Company announced
that it would not proceed with the acquisition of DSI.

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

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

On July 9, 2001, the Company and GrowthExperts closed the Agreement by virtue of
GrowthExperts amalgamating with ASPi Alberta Holdings Inc., a newly incorporated
Alberta  corporation  wholly-owned by the Company.  The  amalgamated  entity was
named  GrowthExperts  Group Inc.  ("Newco")  with all assets and  liabilities of
GrowthExperts  surviving the  amalgamation.  Former  GrowthExperts  shareholders
received  exchangeable  shares (the "Exchangeable  Shares") in Newco for each of
their GrowthExperts'  common shares. 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.  Upon the  exchange  of all of the  issued  and  outstanding
Exchangeable  Shares,  the Company  will have issued an  aggregate  of 9,750,000
shares of its common stock to the former GrowthExperts shareholders.

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 June 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


                                       6
<PAGE>

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.

The Company has been in the development stage since its inception. It has had no
significant  operating revenue to date, has accumulated losses of $2,761,762 and
will require additional working capital to sustain its minimal operations. These
circumstances raise substantial doubt as to the Company's ability to continue as
a going concern.

On July 9, 2001,  the Company  acquired  all the issued and  outstanding  equity
securities  of  GrowthExperts  (See Note 1).  The  Company  plans to expand  the
operations of the Company by increasing the number of sales  associates,  hiring
additional  management,  making  capital  expenditures  and opening at least one
customer  interactive  center  by the end of the  fourth  quarter  of 2001.  The
Company  anticipates  it  will  require  up to an  additional  $1.5  million  of
additional  equity  capital,  in  addition  to the  funds  raised to date by the
Company and in addition to the commitment by the Company to raise gross proceeds
of $750,000 within 90 days of the Closing Date. 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.  Audited financial
highlights of GrowthExperts for the year ended December 31, 2000 include:


                                                As at December 31, 2000
                                                -----------------------
                                                       (Audited)
                                                -----------------------

         Balance Sheet Data:
           Cash and cash equivalents               $       2,437
           Working capital deficiency                   (865,205)
           Total assets                                1,987,613
           Non-current liabilities                     1,051,345
           Stockholders' deficit                        (414,233)


                                                   For the Year ended
                                                   December 31, 2000
                                                -----------------------
                                                       (Audited)
                                                -----------------------

         Statement of Operations Data:
           Revenue                                 $   3,155,679
           Operating Expenses                          5,818,269
           Net loss for the period                     2,711,583


NOTE 3.  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 adjusted to reflect the 1,000:1 stock split declared on July 20, 1998.
As of June 30, 2001,  the Company had  outstanding  options to purchase  160,000
shares of common stock and  outstanding  warrants to purchase  50,000  shares of
common  stock which were not  included in the  calculation  of loss per share as
their effect was anti-dilutive.

NOTE 4.  STOCK WARRANTS

On March 17, 2000, the Company entered into an agency  agreement with DJ Limited
("DJL") and issued 50,000 warrants to DJL to purchase the Company's common stock
at a purchase price of $14.50 per share. These warrants will expire on March 15,
2005. The agency  agreement,  which expired on June 16, 2000,  called for DJL to
raise  capital for the  Company,  on a best efforts  basis,  to close a proposed
acquisition and provide additional working capital.  The warrants were issued as
compensation  for undertaking  the capital  raising efforts of the Company.  The
warrants were accounted for under EITF 96-18 "Accounting for Equity  Instruments
That Are Issued to Other Than  Employees for Acquiring,  or in Conjunction  with
Selling,  Goods or Service",  such that the relative fair value  ascribed to the
warrants will be measured under the Black-Scholes  method.  The Company recorded
$1,156,000 as a financial  consulting fee and additional paid-in capital for the
first quarter ended March 31, 2000.

NOTE 5.  CONVERTIBLE NOTES 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.  The quoted price for the  Company's
stock on May 17, 2000 was $6.50,  resulting  in a deemed  beneficial  conversion
feature and discount of $31,250,  which was recorded as interest  expense and an
increase to additional  paid-in  capital.  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 is due on August 31, 2001.

On May 9, 2001, the Company received proceeds of $165,000 by entering into a 10%
subordinated  convertible note with Digimark Capital  Corporation (the "Digimark
Note"),  which, along with accrued interest, is due on May 9, 2002. This note is
automatically convertible if, prior to May 9, 2002, the Company closes an equity
financing. Upon


                                       7
<PAGE>

closing of an equity  financing,  the note,  along  with  accrued  interest,  is
automatically  convertible at the same price as the equity financing. On July 9,
2001, the note along with accrued  interest,  totaling  $167,500,  was converted
into 167,500  common shares of the Company's  common stock pursuant to an equity
financing that closed on the same day.

NOTE 6.  LOAN PAYABLE

On January 22, 2001, the Company received proceeds of $50,000 by entering into a
10% promissory note with an individual,  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 is now due on October 15, 2001.

NOTE 7.  NOTE RECEIVABLE

On May 1, 2001,  the  Company  advanced  $150,000 to  GrowthExperts  by way of a
promissory  note  ("Note  Receivable")  as per the terms of the letter of intent
between the parties dated April 30, 2001. The Note Receivable  accrues at 8% per
annum and is due on demand.

NOTE 8.  SUBSEQUENT EVENTS

On July 5, 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 $2.00
per share.

On July 9, 2001, the Company  acquired all of the issued and outstanding  equity
securities  of  GrowthExperts,  an  outsourced  sales and customer  relationship
management  services  corporation,  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.

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 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.

Also 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. 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 is  approximately  $112,560
based on the Black-Scholes option-pricing model; such amount will be recorded as
interest expense and as additional  paid-in capital of stockholders'  deficit in
the third quarter of 2001. In connection with this sale, the Company granted the
noteholder  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.



                                       8
<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,   history  of  losses,   need  for  additional   financing,
uncertainty  about its ability to continue as a going  concern,  risk related to
future  acquisitions  and strategic  alliances,  dependence on key personnel and
directors' and officers' involvement in other projects.  Such factors related to
the Company's acquisition of GrowthExperts Group Inc. ("GrowthExperts") include,
but are not limited to: GrowthExperts' limited operating history,  dependence on
key personnel,  reliance on key third-party  relationships,  risks involving the
management  of  growth,  product  development  risks and risks of  technological
change,  competition,  and the 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.
"We,"  "our,"  "us"  and  the  "Company"   refer  to  ASPi  Europe,   Inc.,  our
subsidiaries, and the Company's former corporate names AIDA Industries, Inc. and
Shopping Sherlock, Inc.

Overview

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

On May 26, 1999, the Company entered into an acquisition agreement with Shopping
Sherlock, Inc. ("SSI"), a corporation organized and incorporated in the State of
Delaware on January 20, 1999,  for the purpose of offering  e-business  services
and  developing its own  e-commerce  website to sell consumer  products over the
Internet through  discounts and purchase  rebates to its customers.  The Company
acquired 100% of the common stock of SSI in exchange for the issuance of a total
of 2,000,000 shares of the Company's common stock to the stockholders of SSI.

Due to a lack of working capital and disappointing financial results, on January
27, 2000, the Company entered into the Stock Redemption and Settlement Agreement
(the  "Redemption  Agreement")  with the  stockholders  of SSI  under  which the
Company agreed to transfer a worldwide, non-exclusive,  perpetual, fully-paid-up
license to use,  distribute or make derivative works from the Company's software
designed to operate and host websites in consideration for the redemption of the
2,000,000  shares  of the  Company's  common  stock.  On  March  14,  2000,  the
shareholders  of the Company at a special  shareholder  meeting  approved of the
terms of the  Redemption  Agreement  and, as a result,  the 2,000,000  shares of
common stock that were issued to SSI  stockholders  were redeemed by the Company
and were  deemed  authorized  but  unissued  shares of the  Company  pursuant to
Florida law.

On January 12,  2001,  the Company  announced  that it entered  into a letter of
intent to acquire all of the issued and outstanding equity securities of Digital
Snaps Inc.  ("DSI").  On April 30, 2001, the Company announced that it would not
proceed with the acquisition of DSI.

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

                                       9
<PAGE>

If the Company fails to raise at least $750,000 in gross proceeds within 90 days
of Closing  Date,  the  Company  will be subject  to  certain  penalties,  which
includes  the  obligation  to issue up to an  additional  750,000  shares of the
Company's common stock to the former holders of GrowthExperts' common stock.

On July 9, 2001, the Company and GrowthExperts closed the Agreement by virtue of
GrowthExperts amalgamating with ASPi Alberta Holdings Inc., a newly incorporated
Alberta  corporation  wholly-owned by the Company.  The  amalgamated  entity was
named  GrowthExperts  Group Inc.  ("Newco")  with all assets and  liabilities of
GrowthExperts surviving the amalgamation.  The former GrowthExperts shareholders
received  exchangeable  shares (the "Exchangeable  Shares") in Newco for each of
their GrowthExperts'  common shares. 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.  Upon the  exchange  of all of the  issued  and  outstanding
Exchangeable  Shares,  the Company  will have issued an  aggregate  of 9,750,000
shares of its common stock to the former GrowthExperts shareholders.

GrowthExperts  is a  provider  of  outsourced  sales and  customer  relationship
management,   or  CRM,  services,   offering  clients   multi-channel   customer
interaction  solutions that more effectively  manage the  relationships  between
clients and their  customers.  GrowthExperts'  services and  retention  programs
enable their clients to generate  increased  sales,  strengthen  their  customer
relationships   and  retain  their   customers  for  longer   periods  of  time.
GrowthExperts offers services to companies in intensely  competitive  industries
with  significant  customer  relationship  needs  such  as   telecommunications.
GrowthExperts  believes it has certain  competitive  advantages,  which  include
their trained workforce,  vertical industry expertise and integrated  technology
solutions.  GrowthExperts  operates two customer  interaction centers in British
Columbia, Canada, employing approximately 350 employees.

The Company  anticipates  that it will require an additional  $1.5  million,  in
addition  to the funds  raised to date by the  Company  and in  addition  to the
commitment by the Company to raise gross proceeds of $750,000  within 90 days of
the Closing Date, in order to make capital  expenditures  and fund operations of
GrowthExperts  over the next twelve (12) months. The Company is seeking to raise
the  funds  through  either a  private  debt or  equity  offering.  The  Company
currently  has  sufficient  working  capital  to  support  its  current  minimum
operations through August 2001.

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 any material  revenues and GrowthExperts
has not generated  positive cashflow to date and there can be no assurances that
the Company and GrowthExperts will generate any material cashflow in the future.
If the  Company  is unable to obtain the  financing  necessary  to  support  its
operations, its may be unable to continue as a going concern.

Results of Operations

The  statements of operations  include the results of the Company and its wholly
owned  subsidiary,  SSI.  In  January  2000,  SSI  became  inactive  due  to the
curtailing of substantially all operations of the Company and,  thereafter,  all
administration  operations of the Company were performed in the parent  company.
The results do not include the results of  GrowthExperts  because the  Agreement
closed subsequent to the quarter ended June 30, 2001.

For the Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30,
2000

General and  Administrative  Expenses  From  Continued  Operations.  General and
administrative expenses consist of rent, secretarial services, telephone expense
and other general corporate expenses.  General and administrative  expenses were
$135,173 for the six months ended June 30, 2001,  compared with $270,618 for the
six months ended June 30, 2000. This decrease reflected the substantial decrease
in  activity   related  to  the  review  and  evaluation  of  various   business
opportunities.  Professional fees were $99,608 for the six months ended June 30,
2001,  compared  with  $112,144  for the six  months  ended June 30,  2000.  The
professional  fees relate to the costs  associated  with the Company's  periodic
reporting  obligations  and  proposed  acquisitions.  General  office  expenses,
including rent,  telephone and courier expenses,  were $5,136 for the six months
ended June 30,  2001,  compared  with  $17,650 for the six months ended June 30,
2000.  Management  fees were  $18,000 for the six months ended June 30, 2001 and
the six


                                       10
<PAGE>

months ended June 30, 2000. There were no travel and accommodation  expenses for
the six months  ended June 30,  2001,  compared  with $23,440 for the six months
ended June 30, 2000 when the Company was  evaluating a business  opportunity  in
Europe. There were no non-cash stock-based compensation costs for the six months
ended June 30,  2001,  compared  with  $68,334 for the six months ended June 30,
2000. The non-cash stock-based  compensation cost was due to the grant of 20,000
options to  management  of the  Company  during the first  quarter of 2000.  The
charge  represents the difference  between the reported fair market value of the
Company's common stock as reported on the Over-The-Counter Bulletin Board on the
date of grant and the exercise price of the option.  This  compensation cost was
presented as an addition to additional paid-in capital.

Financial  consulting fees. There were no financial  consulting fees for the six
months ended June 30, 2001,  compared with  $1,156,000  for the six months ended
June 30, 2000. The fee was due to the issuance of 50,000 warrants to a financial
consultant  during the first  quarter of 2000  pursuant  to an agency  agreement
whereby the financial  consultant was to raise capital, on a best efforts basis,
for the Company.  The fee  represents the valuation of the warrants based on the
Black-Scholes method as at issuance.  This amount is presented as an addition to
additional paid-in capital.

Depreciation and amortization.  The Company recorded no depreciation expense for
the six months ended June 30, 2001 and the six months ended June 30, 2000.

Interest,  net. Net interest costs were $8,779 for the six months ended June 30,
2001,  compared with $33,209 in net interest costs for the six months ended June
30,  2000,  including  $31,250  for the  beneficial  conversion  feature  on the
subordinated convertible debt issued during the period.

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.

Net Gain From  Discontinued  Operations.  The Company ceased all of its business
operations on January 2, 2000 and, as a result,  combined all operating revenues
and expenses related to the previous business under discontinued operations. The
Company recorded no gain from  discontinued  operations for the six months ended
June 30,  2001,  compared  with a net gain of $239,155  for the six months ended
June 30,  2000.  The net gain from  discontinued  operations  for the six months
ended  June 30,  2000,  included  a gain on the sale of a  software  license  of
$350,000, cost of revenue from discontinued operations of $15,812, technical and
system development expenses of $10,979, sales and marketing expenses amounted to
$5,305,  general and  administrative  expenses of $42,884,  and the write-off of
$35,865 for the remaining balance of a loan to a third-party.

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

General and  Administrative  Expenses  From  Continued  Operations.  General and
administrative expenses consist of rent, secretarial services, telephone expense
and other general corporate expenses.  General and administrative  expenses were
$81,014 for the three months ended June 30, 2001,  compared with $75,254 for the
three months ended June 30, 2000. The expenditures included professional fees of
$58,798 for the three months ended June 30, 2001,  compared with $55,470 for the
three  months  ended June 30, 2000.  The  professional  fees relate to the costs
associated  with the  Company's  periodic  reporting  obligations  and  proposed
acquisitions.  General office  expenses,  including rent,  telephone and courier
expenses,  were $3,536 for the three months ended June 30, 2001,  compared  with
$1,645 for the three months ended June 30, 2000. Management fees were $9,000 for
the three months ended June 30, 2001 and the three months ended June 30, 2000.

Financial consulting fees. There were no financial consulting fees for the three
months ended June 30, 2001 and the three months ended June 30, 2000.

Depreciation and amortization.  The Company recorded no depreciation expense for
the three months ended June 30, 2001 and the three months ended June 30, 2000.


                                       11
<PAGE>

Interest,  net. Net  interest  costs were $4,764 for the three months ended June
30, 2001, compared with $32,709 in net interest costs for the three months ended
June 30, 2000,  including $31,250 for the beneficial  conversion  feature on the
subordinated convertible debt issued during the period.

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.

Net Gain  From  Discontinued  Operations.  The  Company  recorded  no gain  from
discontinued  operations  for the three months ended June 30, 2001 and the three
months ended June 30, 2000.

Liquidity and Capital Resources

As at June 30, 2001, the Company's  consolidated cash position was $625, and the
consolidated working capital deficit was $435,065,  compared with a consolidated
cash position of $1,217 and a consolidated  working  capital deficit of $291,113
as at 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 six months  ended  June 30,  2001,  the
Company  received gross  proceeds of $165,000 from the issuance of  subordinated
convertible  notes and $50,000  from the  issuance of a  promissory  note.  This
compares  with the receipt of gross  proceeds of $125,000 from the issuance of a
subordinate convertible note for the six months ended June 30, 2000. The Company
currently  has  sufficient  working  capital  to  support  its  current  minimum
operations through August 2001.

Net cash used in investing activities was $150,000 for the six months ended June
30, 2001, compared to no investing  activities for the six months ended June 30,
2000. The increase was due to an advance of $150,000 to  GrowthExperts  upon the
signing of a letter of intent between the Company and GrowthExperts  dated April
30, 2001.

Net cash used in operating  activities was $65,592 for the six months ended June
30, 2001, compared to $201,381 for the six months ended June 30, 2000, including
a net loss of $143,952 and  $1,220,672,  respectively.  The decrease in net cash
used  in  operating  activities  is due to the  discontinuation  of  operations.
Through June 30, 2001, the Company's  operating  expenditures were approximately
$24,000 per month.  Upon closing of the acquisition of  GrowthExperts on July 9,
2001, the Company  anticipates having an initial cash burn rate of approximately
$100,000 per month from operations.

The Company had no capital asset  transactions for the six months ended June 30,
2001,  compared with a sale of capital assets of $2,000 for the six months ended
June 30, 2000.

The Company anticipates that it will require an additional $2.5 million in order
to make capital  expenditures and fund operations of GrowthExperts over the next
twelve months. There can be no assurance,  however,  that such financing will be
available  to the  Company  or,  if it is,  that it will be  available  on terms
acceptable  to the Company 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.

Recent Accounting Pronoucements

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.

Non-Qualified Stock Options

As at June 30, 2001, the Company had outstanding  non-qualified stock options to
purchase  160,000  shares  of the  Company's  common  stock  issued  to  various
employees,  consultants and directors  pursuant to its stock option plan.  These
stock options  entitle  holders to purchase  common stock at a price of $5 or $6
depending on which year the stock options vest.  The Company has 840,000  shares
available for future issuance pursuant to its 1999 Stock Option Plan.



                                       12
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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















                                       13
<PAGE>
PART II  --  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

          None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          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.  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.

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          The Company's wholly owned subsidiary, GrowthExperts, acquired through
          the closing of the Amalgamation and Re-Organization  Agreement on July
          9, 2001, by and among the Company, GrowthExperts and ASPi Alberta
          Holdings Inc., entered into financing


                                       14
<PAGE>

          agreements with Bell Intrigna Inc. for the purchase of certain capital
          assets.  Principal  and  interest  payments  that are in arrears  that
          exceed 30 days are approximately equal to $200,000 to date. As at June
          30, 2001, the outstanding  balance of the financial  agreements  total
          approximately  $1.9 million  which is payable in monthly  installments
          over periods ranging from three to five years.  The Company intends to
          pay the balance in arrears upon obtaining further funding.

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

          None

ITEM 5.  OTHER INFORMATION

          None

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

  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          Form  of  Unit  Subscription  Agreement

  4.3          Form of Registration Rights Agreement

  4.4          Form of Warrant to Purchase Common Stock at $1.50 per share


  4.5          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



                                       15
<PAGE>

 Exhibit
 Number        Description
 ------        -----------
 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          Form of Amended and Restated Stock Option Certificate

 10.10         Sub-Sublease dated July 20, 2001,  between,  Vault Capital,  Inc.
               and GrowthExperts Group, Inc.

 10.11         First  Allonge to the  Promissory  Note dated January 22, 2001 by
               and between the  registrant  and Ricardo  Requena dated August 6,
               2001

 10.12         Third Allonge to the  Promissory  Note dated May 17, 2000 made by
               the  registrant  in favor of Manhattan  Investments  Incorporated
               dated August 9, 2001

 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.


        (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 May 10,  2001,  a report on Form 8-K was filed  with  respect  to a
          press release dated April 30, 2001.

     2.   On June 14,  2001,  a report on Form 8-K was filed  with  respect to a
          press release dated June 12, 2001.




                                       16
<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.



August 14, 2001                    /s/ F. Thomas Winters III
                                  --------------------------------------
                                  F. Thomas Winters III, Chief Executive Officer


August 14, 2001                    /s/ Patrick Hanna
                                  --------------------------------------
                                  Patrick Hanna, Chief Financial Officer









                                       17
<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

  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          Form  of  Unit  Subscription  Agreement

  4.3          Form of Registration Rights Agreement

  4.4          Form of Warrant to Purchase Common Stock at $1.50 per share


  4.5          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          Form of Amended and Restated Stock Option Certificate



<PAGE>

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

 10.10         Sub-Sublease dated July 20, 2001,  between,  Vault Capital,  Inc.
               and GrowthExperts Group, Inc.

 10.11         First  Allonge to the  Promissory  Note dated January 22, 2001 by
               and between the  registrant  and Ricardo  Requena dated August 6,
               2001

 10.12         Third Allonge to the  Promissory  Note dated May 17, 2000 made by
               the  registrant  in favor of Manhattan  Investments  Incorporated
               dated August 9, 2001

 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.