U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB/A

(Mark One)

[X]  ANNUAL  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT
     OF 1934

     For the fiscal year ended October 31, 2007.

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

        For the transition period from _______________ to ______________

                        Commission file number 333-141384

                           Aspen Racing Stables, Inc.
                           --------------------------
                 (Name of small business issuer in its charter)

               Nevada                                           98-0517550
               ------                                           ----------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)

             243 Cranfield Green SE                                T3M 1C4
                Calgary, Alberta                                 (Zip Code)
    (Address of principal executive offices)

         Issuer's telephone number, including area code: (403) 370-1176

     Securities registered under Section 12(b) of the Exchange Act: None.

     Securities  registered  under  Section  12(g) of the Exchange  Act:
                        Common stock, par value $0.001.

     Check whether the issuer is not required to file report pursuant to Section
13 or 15(d)of the Exchange Act. [ ]

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No[ ]


     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     The registrant's revenues for its most recent fiscal year were $ -0-

     The   aggregate   market   value  of  the  voting   common  stock  held  by
non-affiliates  of the issuer,  based on the average bid and asked price of such
stock was  $1,010,000 at January 30, 2008. At January 30, 2008,  the  registrant
had outstanding 6,000,000 shares of $.001 par value common stock.

          Transitional Small Business Disclosure Format: Yes [ ] No [X]



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


PART I.........................................................................1

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

PART II........................................................................4

   Item 5.     Market for Common Equity and Related Stockholder Matters........4
   Item 6.     Management's Discussion and Analysis or Plan of Operation.......6
   Item 7.     Financial Statements............................................7
   Item 8.     Changes In and Disagreements with Accountants on Accounting
                 and Financial Disclosure......................................7
   Item 8A.    Controls and Procedures.........................................7

PART III.......................................................................7

   Item 9.     Directors, Executive Officers, Promoters and Control Persons;
               Compliance With Section 16(a) of the Exchange Act...............7
   Item 10.    Executive Compensation..........................................8
   Item 11.    Security Ownership of Certain Beneficial Owners and Management..9
   Item 12.    Certain Relationships and Related Transactions..................9
   Item 13.    Exhibits and Reports on Form 8-K................................9
   Item 14.    Principal Accountant Fees and Services.........................10









                                       i


<PAGE>

                  CAUTION REGARDING FORWARD LOOKING INFORMATION

     This report (the "Report") contains  forward-looking  statements within the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  including,   without  limitation,   statements
regarding our  expectations,  beliefs,  intentions or future strategies that are
signified by the words "expect,"  "anticipate,"  "intend,"  "believe" or similar
language.  All  forward-looking  statements included in this report are based on
information  available to us on the date hereof,  and we assume no obligation to
update  any  such  forward-looking   statements.   Our  business  and  financial
performance are subject to substantial risks and  uncertainties.  Actual results
could differ materially from those projected in the forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements.

     References in this Report to "Aspen Racing  Stables,"  the  "company,"  the
"registrant,  "we," "our" and "us" refer to Aspen Racing  Stables Inc., a Nevada
corporation.

                                     PART I

Item 1. Description of Business

     The Company was  incorporated on March 10, 2006 under the laws of the State
of Nevada.  The Company's  business plan  involves the  acquisition  and sale of
thoroughbred  race horses of every age from broodmares,  weanlings and yearlings
to racehorses and stallions. An area of particular concentration is the purchase
and sale of  weanlings  and  yearlings  at  auctions,  commonly  referred  to as
"pinhooking".  The Company's  principal office is located at 243 Cranfield Green
SE, in Calgary, Alberta, Canada T3M 1C4. The telephone number is (403) 370-1176.

     The Company commenced operations in March, 2006 and first reported revenues
from the sale of horses during the year ended October 31, 2007.

Industry Overview

     Pinhooking  is  essentially  the  purchase of  thoroughbred  weanlings  and
yearlings at various horse auctions with a view to resell them in the short term
at similar auctions.

     All horses have common  birthdays  on January 1,  regardless  when they are
born.  Thoroughbred horses are bred to be born anywhere from January to June. So
if a horse is born in  June,  it is  considered  a late  foal.  If it is born in
January,  it is considered an early foal. An early foal is preferred over a late
foal, because a horse born in June will officially be one year old on January 1,
when in reality it is only six months  old.  Horses are called  weanlings  until
they reach the age of one and yearlings until they reach the age of two.

     Thoroughbred racing is a high-risk investment, with limited returns for the
average horse owner. It is a high profile  glamour sport,  and the ultimate goal
is to own a "big"  horse,  winning  a major  race  such as the  Kentucky  Derby.
Statistically, the great majority of owners lose money in racing operations.

     In contrast,  pinhooking involves only the buying and selling of horses and
does not deal with the  training,  and racing of  horses.  To be  successful  in
pinhooking, one needs to be able to not only assess the current market correctly
but also  assess  what the  market  will be like  within  the next  year for the
offsprings of various sires. In selecting horses for potential profit, one needs
to know  the  market  for  popular  sires,  be good in  assessing  pedigree  and
conformation  (i.e.,  the  appearance  of the horse in  regard  to its  balance,
proportion,  and lack of actual or potential  physical  defects) of horses,  and
thereby have a feel for the potential increase in value of a horse from weanling
to yearling to two year olds.  Pinhookers  base their  purchases on a variety of
speculative  inputs - the commercial  value of a sire,  the growth  potential of
each  weanling,  the  racing  success of the dam line and the  potential  market
place.  Using these inputs, a pinhooker is looking to exploit the differences in
the two markets by assuming a risk  position in the buy-sell  transaction,  also
known as speculative arbitrage.


<PAGE>


Business Plan

     In  general,  we intend to  operate  profitably  in a number of areas,  all
involving the purchase and sale of thoroughbred horses.

     The primary operations and their criteria is as follows:

     (1)  Purchase of  weanlings  in the fall,  to be resold as yearlings in the
          spring.

     (2)  Purchase of  yearlings in the fall,  to be resold as two-year  olds in
          the spring.

     (3)  Purchase of broodmares in foal in the spring.  The  offsprings  (to be
          born within 30-60 days from purchase  date) would be sold as weanlings
          in the fall. After giving birth,  the broodmares would  immediately be
          bred to selected stallions, thus giving the Company the option to:

          a.   sell the  broodmares  in foal during the fall  (current  year) or
               spring (following year).

          b.   sell the foals in the spring of the following year.

     Our  strategy   will  be  to   emphasize   the  purchase  of  a  number  of
modestly-priced  horses,  generally with purchase  prices less than $25,000,  as
opposed  to a smaller  number of  higher-priced  horses.  We  believe  this is a
prudent business model because:

          o    We can buy more horses and thereby diversify some of our risk;

          o    We expose ourselves to a greater chance of finding the horse that
               can produce a significant profit because of the popularity of its
               bloodline   following   the  success  of  its   siblings  or  the
               extraordinary development of a horse as it grows.

          o    We will seek to avoid losing money on our acquisitions, returning
               modest profits on the usual purchase,  and exposing  ourselves to
               one or more very successful sale transactions.

     The risk of this  plan is that we may not find the  extraordinary  horse or
horses in each year's  purchase,  and that the modest  gains and losses from the
ordinary purchases will be insufficient to cover operating costs.

     All horses will be insured for mortality at the time of their purchase.

     The Company  seeks to acquire  ownership of horses that,  in the opinion of
management,  have the greatest  potential to  represent  profitable  investment,
measured by the difference between the price paid for each animal at auction and
the sales price and the sales price  subsequently  received.  The Company has no
contracts  in place at this time to  purchase  any  additional  horse or horses.
While the Company's  management is hopeful that  purchases can be consummated in
the future on favorable terms, it can make no such representations.

     In our pinhooking operations,  we will seek to find undervalued horses that
show great promise as future race horses, based upon pedigree and conformation.

Maintenance of Horses

     The horses that we purchase can be boarded and trained at numerous farms in
many  parts of the United  States.  We  currently  board and train our horses at
Cloverleaf Farms in Reddick,  Florida.  To board and train a horse, we currently
pay $45 per day per horse. These charges include everything except  veterinarian
charges, if any.



                                       2
<PAGE>


Inventory

     On August 22,  2006,  we bought  seven  horses at the OBS (Ocala  Breeders'
Sales Company) Sale in Ocala, Florida.

     The following are the names,  sex and the purchase  amount of the horses we
purchased:

         1 year old colt - Sire: Macho Uno - Dam: Kitty on the Track - $25,000
         1 year old colt - Sire: Volponi - Dam: Mara Queen - $11,000
         1 year old filly - Sire: Valid Wager - Dam: Onthewicket - $23,345
         1 year old filly - Sire: Volponi - Dam: Que Cherie - $10,000
         1 year old colt - Sire: Wekiva Springs - Dam: Double Dani - $10,000
         1 year old filly - Sire: Volponi - Dam: Expect Anna - $15,000
         1 year old filly - Sire: Impeachment - Dam: Fenter Given - $2,500

     All such horses were sold on May 25, 2007 for $100,000.We  will use part of
the  proceeds of the sale and part of the proceeds  from our public  offering to
purchase a new inventory of horses during 2008.

Employees

     The Company has no  employees.  Dwight  McLellan will act as advisor to all
prospective horse purchases, at no cost to the company.

Competition

     The buying and  selling of  thoroughbred  horses is highly  competitive.  A
number of companies and individuals with  significantly  greater  resources than
the Company have greater ability to be the successful bidders for quality horses
that the Company might want to purchase. Due to our limited funds, we may have a
difficult time competing  against larger and much better  financed  entities who
may  outbid us in the  auction  arena on  horses  that we may be  interested  in
purchasing.

Environmental Matters

     The  Company is not aware of any  environmental  liability  relating to its
facilities  or  operations  that  would have a  material  adverse  affect on the
Company, its business, assets or results of operations.

Legal Proceedings

     There are no legal  proceedings  of any kind pending  involving the Company
and, to the knowledge of the management of the Company, no claims have been made
nor any litigation threatened against the Company.

Inflation

     Inflation is not  expected to have a material  impact on the Company or its
operations in the future.

Additional Information

     We are subject to the  informational  requirements of the Exchange Act and,
in accordance with the Exchange Act, we file reports, proxy statements and other
information, including annual reports on Form 10-K and quarterly reports on Form
10-Q, with the SEC. Reports and other  information that we file can be inspected
and  copied at the public  reference  facilities  maintained  at the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C., 20549. Copies of these materials
can be obtained  upon written  request  addressed to the SEC,  Public  Reference
Section,  450 Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed rates.
The public may  obtain  information  on the  operation  of the Public  Reference
Section by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a web site
on the  Internet  where  reports,  proxy and  information  statements  and other



                                       3
<PAGE>

information  regarding issuers that file electronically with the SEC through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge. The address of the site is http://www.sec.gov.

Item 2. Description of Property

     The Company neither owns nor leases any physical properties.  Our office is
located at 243  Cranfield  Green SE, in Calgary,  Alberta,  Canada T3M 1C4.  The
telephone  number is (403) 370-1176.  We are not obligated for any rent expense.
The offices are  furnished to us on a rent-free  basis.  Our horses were boarded
and trained at Cloverleaf Farms in Ocala, Florida.

Item 3. Legal Proceedings

     As of the date of this  report,  we know of no other legal  proceedings  to
which we are a party or to which any of our property is the  subject,  which are
pending, threatened or contemplated, or any unsatisfied judgments against us.

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

     None

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

     Our common stock is traded on the NASD's  Over-the-Counter  Bulletin  Board
under the symbol "ASPB".

     The following table sets forth,  for the quarters  indicated,  the range of
closing  high and low bid prices of our  common  stock as  reported  by the NASD
Over-the-Counter  Bulletin Board, as adjusted for all previously  effected stock
splits.

     The  quotations  reflect   inter-dealer   prices  without  retail  mark-up,
mark-down or commission, and may not represent actual transactions.

Quarter Ended:

October 31, 2007              High          Low
                              1.01          0.65

Holders

     As of  January  30,  2008,  we had 41  stockholders  of record  holding  an
aggregate of 6,000,000 issued and outstanding shares of our common stock.

Dividends

     We have never paid any  dividends,  and we do not  anticipate  any stock or
cash dividends on our common stock in the foreseeable future.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined  as a penny  stock.  Unless we can  acquire
substantial  assets  and trade at over  $5.00  per share on the bid,  it is more



                                       4
<PAGE>

likely than not that our securities,  for some period of time,  would be defined
under  that  Act as a  "penny  stock."  As a  result,  those  who  trade  in our
securities may be required to provide  additional  information  related to their
fitness to trade our shares.  These requirements present a substantial burden on
any person or brokerage firm who plans to trade our securities and would thereby
make it  unlikely  that any  liquid  trading  market  would  ever  result in our
securities  while  the  provisions  of this  Act  might be  applicable  to those
securities.

     Any  broker-dealer  engaged by the purchaser for the purpose of selling his
or her  shares  in us will be  subject  to Rules  15g-1  through  15g-10  of the
Securities  and Exchange  Act.  Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.

     The penny stock rules require a broker-dealer,  prior to a transaction in a
penny stock not  otherwise  exempt from those rules,  to deliver a  standardized
risk disclosure document prepared by the Commission, which:

          o    contains  a  description  of the  nature and level of risk in the
               market for penny stocks in both public  offerings  and  secondary
               trading;

          o    contains a description of the broker's or dealer's  duties to the
               customer and of the rights and remedies available to the customer
               with respect to a violation to such duties or other  requirements
               of the Securities Act of 1934, as amended;

          o    contains  a  brief,  clear,  narrative  description  of a  dealer
               market, including "bid" and "ask" prices for penny stocks and the
               significance of the spread between the bid and ask price;

          o    contains  a  toll-free   telephone   number  for   inquiries   on
               disciplinary actions;

          o    defines  significant  terms in the disclosure  document or in the
               conduct of trading penny stocks; and

          o    contains such other  information  and is in such form  (including
               language,  type,  size and format) as the Securities and Exchange
               Commission shall require by rule or regulation;

     The broker-dealer also must provide,  prior to effecting any transaction in
a penny stock, to the customer:

          o    the bid and offer quotations for the penny stock;

          o    the compensation of the  broker-dealer and its salesperson in the
               transaction;

          o    the number of shares to which such bid and ask prices  apply,  or
               other comparable  information relating to the depth and liquidity
               of the market for such stock; and

          o    monthly account statements showing the market value of each penny
               stock held in the customer's account.

     In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
their securities.

Recent Sales of Unregistered Securities

     None



                                       5
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

Results of Operations

     During the fiscal year ended  October 31, 2007,  we  generated  $100,000 of
revenues from the sale of our original inventory of horses.

     For the fiscal  year ended  October  31,  2007,  we  incurred a net loss of
$126,924 or $.02 per share,  versus a net loss of $10,313 or $0.00 per share for
the year ended  October 31, 2006.  Said losses were due largely to  professional
and legal fees of $36,084 associated with the filing of the Company's SB-2 and a
write-down in our investment in horses of $76,228. During the year ended October
31,  2007,  we  incurred  no direct  acquisition  costs and  $58,549 of indirect
development costs related to the breeding and training of our seven horses.

         Gross Profit (Loss)                $   (929)      $   --
         Expenses                           (125,995)       (15,142)
                                            ---------      ---------
         Loss from operations               $126,924       $(15,142)
                                            =========      =========

Plan of Operations

     The thoroughbred business is a capital intensive operation by virtue of the
investment of livestock.  We anticipate  the  acquisition  of additional  horses
during our current  fiscal year with the  intention  of selling  them at various
auctions  or in private  transactions.  In order to  maintain  cash flow to make
additional  purchases.  Accordingly  our operations are limited by the amount of
funds we have to operate with.

     The Company's continued existence is dependent upon its ability to generate
sufficient  cash flows from  operations  to support  its daily  operations.  The
Company  remains  dependent  upon  additional  external  sources of financing to
provide  sufficient  working  capital to preserve the integrity of the corporate
entity.

Liquidity and Capital Resources

     Our net cash and cash  equivalents  were  $189,361 as of October 31,  2007,
compared to $47 as of October 31, 2006.

     Net cash used in operating  activities  totaled $61,550  representing a net
loss of  $126,924  offset by  add-back  of $76,228  from the  write-down  in the
investment in horses as of October 31, 2007.

     Our cash provided by investing  activities is $42,380 comprised of proceeds
of $100,000 from the sales of horses less $57,620 for cash expenditures relating
to the training of the horses prior to the sale.

     Our net cash  provided by  financing  activities  was $208,484 for the year
ended  October 31,  2007,  compared to $100,200  for the year ended  October 31,
2006.  Our current  year  activities  consisted  of $300,000  proceeds  from our
initial public  offering of 1,000,000  common shares at $0.30 per share,  $5,000
from proceeds  received from  subscriptions  of common stock for the issuance of
1,000,000  common  shares at $0.005 per share,  and  advances of $96,903  from a
related party, offset by repayments of $193,419 to a related party.

     The net  proceeds of our  initial  public  offering  of $300,000  have been
applied as follows through October 31, 2007:

         $ 193,419.00......Repayment to a related party

         $   4,825.71......Legal and Accounting Fees

         $ 101,755.29......Future acquisition and training
                           of new horse inventory


                                       6
<PAGE>

Future Obligations

     The  Company  has  no   indebtedness   or  future   contractual   financial
obligations.

Significant Accounting Policies and Estimates

     Our financial  statements  have been prepared in accordance  with generally
accepted accounting principles, which require us to make estimates and judgments
that affect the reported amounts of assets,  liabilities,  revenues and expenses
and the related disclosures.  A summary of these significant accounting policies
can be found in the Notes to Consolidated  Financial Statements included in this
Form 10-KSB.  The  estimates  used by management  are based upon our  historical
experiences  combined  with  management's  understanding  of  current  facts and
circumstances.  Certain of our accounting  policies are  considered  critical as
they are both  important to the  portrayal of our  financial  condition  and the
results of our  operations and require  significant or complex  judgments on our
part.

Item 7. Financial Statements

     Our Financial  Statements and the related notes are set forth commencing on
F-1 attached hereto.

Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     None

Item 8A. Controls and Procedures

Introduction

Evaluation of Disclosure Controls and Procedures

     The Company's  management,  with the  participation  of our Chief Executive
Officer and Chief  Financial and  Accounting  Officer,  whom are related to each
other and are the sole officers and employees,  have evaluated the effectiveness
of our Disclosure  Controls and Procedures as of October 31, 2007. Based on this
evaluation,  our Chief  Executive  Officer and Chief  Financial  and  Accounting
Officer have concluded that, as of October 31, 2007, our Disclosure Controls and
Procedures were effective in ensuring that material  information relating to the
Company is made known to our Chief  Executive  Officer and Chief  Financial  and
Accounting Officer by others with in the Company, particularly during the period
in which this report was being prepared.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act

Directors and Executive Officers

     Set forth below are the names,  ages,  positions  with Aspen Racing Stables
business experience of our directors and executive officers.

Name                   Age     Positions with Company      Date of Commencement
----                   ---     ----------------------      --------------------
Dwight McLellan        44      President and Director,     March 2006
                               Chief Executive Officer
Trixy Sasyniuk-Walt    33      Secretary, Treasurer,       March 2006
                               Director and Chief
                               Financial Officer



                                       7
<PAGE>

Business Experience

     Dwight  McLellan has served as President and Director since March 10, 2006.
Dwight  McLellan  has served as Chairman,  President,  CEO and a Director of the
Company since March 2006. Mr.  McLellan has been the President since 2002 of the
United Horsemen of Alberta,  currently  developing a racing entertainment centre
and  track  at  Balzac,  Alberta.  Mr.  McLellan  is a  member  of the  Canadian
Thoroughbred  Horse  Society  and a founding  member of the United  Horsemen  of
Alberta.

     Trixy Sasyniuk-Walt has served as Vice President,  Secretary, Treasurer and
a Director of the Company since March 2006. Ms.  Sasyniuk-Walt  is involved with
management and administration of pensions at SAIT as Pensions  Administrator and
is completing her third SEEBS designation. Ms. Sasyniuk-Walt will coordinate the
day to day management of the company.

     All directors hold office until the next annual meeting of the shareholders
of the  Company or until  their  successors  have been  elected  and  qualified.
Officers serve at the discretion of the Board of Directors.

General

     Directors hold office until the next annual meeting of our stockholders and
until their  successors  have been  elected and qualify.  Officers  serve at the
pleasure of the Board of Directors.  Mr. McLellan devotes  approximately  10% of
his time to our business and affairs.  Ms.  Sasyniuk-Walt  is expected to devote
such  time  to  our  business  and  affairs  as  is  necessary  to  perform  her
responsibilities  as an officer and director of Aspen Racing  Stables,  Inc. Set
forth  below  under  "Business  Experience"  is a  description  of the  business
experience of our executive  officers and directors.  No organization with which
Mr.  McLellan  and  Ms.  Sasyniuk-Walt  is  or  has  been  previously  employed,
affiliated or otherwise associated, is or has been affiliated with us.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     We are not  required to comply with  Section  16(a) of the  Securities  and
Exchange Act of 1934. Nevertheless,  there have been no purchases or sale of our
common stock by persons who were executive officers, directors or holders of 10%
of our common stock.

Corporate Governance

     The Board maintains no separate audit committee or compensation  Committee.
The Board of Directors performs such functions.

Item 10. Executive Compensation

Compensation

     The Company has paid no compensation  to its officers and directors  during
the past three fiscal years.

Indemnification

     Our Articles of Incorporation  include provisions to indemnify our officers
and directors and other persons against expenses,  judgments,  fines and amounts
paid in settlement in connection with threatened,  pending or completed suits or
proceedings  against  those  persons by reason of  serving  or having  served as
officers,  directors or in other capacities,  except in relation to matters with
respect to which they shall be determined not to have acted in good faith and in
the best interests of Aspen Racing Stables.  With respect to matters as to which
our officers, directors and others are determined to be liable for misconduct or
negligence,  including gross  negligence,  in the performance of their duties to
Aspen Racing Stables, our Articles of Incorporation  provide for indemnification
only to the  extent  that the  court  in which  the  action  or suit is  brought



                                       8
<PAGE>

determines that the person is fairly and reasonably  entitled to indemnification
for those expenses that the court deems proper.  Insofar as indemnification  for
liabilities  arising  under the  Securities  Act may be  permitted  to officers,
directors  or persons  controlling  us pursuant to the  foregoing,  we have been
informed  that,  in the  opinion  of the  Securities  and  Exchange  Commission,
indemnification  is against  public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable.

Compensation of Directors

     We have no standard arrangements for compensating our directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information  regarding the ownership
of our common stock as of January 30, 2008, by each  stockholder  known by us to
be the  beneficial  owner of more  than 5% of our  outstanding  shares of common
stock,  each  director and  executive  officer and all  directors  and executive
officers  as a group.  Under the  General  Rules and  Regulations  of the SEC, a
person is deemed to be the  beneficial  owner of a security if the person has or
shares  the  power to vote or direct  the  voting,  or  dispose  or  direct  the
disposition,  of the  security.  Each  stockholder  named in the  table has sole
voting and investment power with respect to the shares beneficially owned.

     Name and Address of                        Shares
       Beneficial Owner                   Beneficially Owned    Percent of Class
       ----------------                   ------------------    ----------------
Trixy Sasyniuk-Walt                           5,000,000            83.3%
243 Cranfield Green
Calgary, Alberta, T3M 1C4
Canada
Dwight McLellan                                       0               0
243 Cranfield Green SE
Calgary, Alberta, T3M 1C4
All Executive Officers and
  Directors as a Group                        5,000,000            83.3%
(two persons)

     As of January 30, 2008,  there were 6,000,000 shares of common stock issued
and  outstanding.   We  have  no  compensation   plans   (including   individual
compensation arrangements) under which shares of our common stock are authorized
for issuance.

Item 12. Certain Relationships and Related Transactions

               (a)  During  the  year  ended  October  31,  2007,   the  Company
recognized  a total of $3,000  (2006 - $1,750) of donated rent at $250 per month
and  $6,000  (2006 - $3,500) of donated  management  services  at $500 per month
provided by the President of the Company.

               (b) In August  2006,  a  relative  of a director  of the  Company
advanced  $100,00 to the Company for working capital  purposes.  During the year
ended  October 31,  2007,  a relative  of a director of the Company  advanced an
additional  $96,903 to the Company for working capital purposes,  and was repaid
$193,419.  At October 31, 2007,  the Company owes $3,684 (2006 - $100,2000)  for
shareholder  advances.  These advances are unsecured,  non-interest bearing, and
are due on demand.

Item 13. Exhibits and Reports on Form 8-K

               (a) The  exhibits  required  by Item 601 of  Regulation  S-B,  as
described in the following index of exhibits,  are incorporated by reference in,
or filed with, this Report, as follows:

       Item Number                   Description
       -----------                   -----------

         *3.1       Articles of Incorporation  of Aspen Racing Stables,  Inc., a
                    Nevada corporation.
         *3.2       Bylaws of Aspen Racing Stables, Inc., a Nevada corporation
         31.1       Certification  of Chief Executive  Officer under Section 302
                    of the Sarbanes-Oxley Act of 2002.
         31.2       Certification  of the Chief Financial  Officer under Section
                    302 of the Sarbanes-Oxley Act of 2002.
         32.1       Certification of Chief Executive Officer under 18 U.S.C. ss.
                    1350,   as  adopted   pursuant   to   Section   906  of  the
                    Sarbanes-Oxley Act of 2002.
         32.2       Certification of Chief Financial Officer under 18 U.S.C. ss.
                    1350,   as  adopted   pursuant   to   Section   906  of  the
                    Sarbanes-Oxley Act of 2002.

         *previously filed

Item 14. Principal Accountant Fees and Services.

     The  Board  of  Directors   appointed  Manning  Elliott,   LLP,   Chartered
Accountants,  Vancouver,  BC, as the Company's independent auditors for 2007 and
2006.

Audit Fees - $11,900

Other -  $-0-



<PAGE>


                           ASPEN RACING STABLES, INC.

                          Index to Financial Statements




Aspen Racing Stables Inc.
(A Development Stage Company)

October 31, 2007

                                                                           Index



Report of Independent Registered Public Accounting Firm......................F-1

Balance Sheets...............................................................F-2

Statements of Operations.....................................................F-3

Statements of Cash Flows.....................................................F-4

Statements of Stockholders' Equity (Deficit).................................F-5

Notes to the Financial Statements............................................F-6



<PAGE>








             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


To the Directors and Stockholders
Aspen Racing Stables Inc.
(A Development Stage Company)

We have audited the accompanying  balance sheets of Aspen Racing Stables Inc. (A
Development  Stage  Company) as of October  31,  2007 and 2006,  and the related
statement of operations,  cash flows and stockholders'  equity (deficit) for the
year then ended,  the period from March 10, 2006 (Date of  Inception) to October
31, 2006, and accumulated from March 10, 2006 (Date of Inception) to October 31,
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Aspen Racing Stables Inc. (A
Development  Stage  Company) as of October 31, 2007 and 2006, and the results of
its operations  and its cash flows for the year then ended,  for the period from
March 10, 2006 (Date of Inception)  to October 31, 2006,  and  accumulated  from
March 10,  2006 (Date of  Inception)  to October  31,  2007 in  conformity  with
accounting principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  has not  generated  any  revenues  and  has  incurred
operating losses since inception.  These factors raise  substantial  doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  discussed in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

/s/ MANNING ELLIOTT LLP
-----------------------

CHARTERED ACCOUNTANTS

Vancouver, Canada

February 4, 2008



                                      F-1
<PAGE>
<TABLE>
<CAPTION>

Aspen Racing Stables Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)
                                                                   October 31,  October 31,
                                                                      2007         2006
                                                                        $            $
                                                                  ------------------------
<S>                                                               <C>           <C>

ASSETS

Current Assets

 Cash                                                                189,361             47

 Prepaid expenses                                                        139           --

 Investment in Horses (Note 3)                                          --          118,608
-------------------------------------------------------------------------------------------

Total Assets                                                         189,500        118,655
===========================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

 Accounts payable                                                      8,632         28,347

 Due to related party (Note 4(b))                                      3,684        100,200
-------------------------------------------------------------------------------------------
Total Liabilities                                                     12,316        128,547
-------------------------------------------------------------------------------------------

Commitments and Contingencies (Note 1)

Stockholders' Equity (Deficit)

Preferred Stock, 10,000,000 shares authorized, $0.001 par value
None issued and outstanding                                             --             --

Common Stock, 100,000,000 shares authorized, $0.001 par value
6,000,000 shares issued and outstanding (2006 - 5,000,000 shares)      6,000          5,000

Additional Paid-in Capital                                           299,000           --

Stock subscriptions receivable                                          --           (5,000)

Donated Capital (Note 4(a))                                           14,250          5,250

Deficit Accumulated During the Development Stage                    (142,066)       (15,142)
-------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                 177,184         (9,892)
-------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficit)                 189,500        118,655
===========================================================================================
</TABLE>







  (The accompanying notes are an integral part of these financial statements)


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)


                                              Accumulated from                      For the period from
                                               March 10, 2006         For the         March 10, 2006
                                            (Date of Inception)     Year Ended      (Date of Inception)
                                               to October 31,       October 31,       to October 31,
                                                    2007               2007                2006
                                                     $                   $                   $
                                            -----------------------------------------------------------
<S>                                         <C>                     <C>             <C>

Revenue                                           100,000             100,000                --

Cost of sales                                     100,929             100,929                --
-------------------------------------------------------------------------------------------------
Gross Profit                                         (929)               (929)               --
-------------------------------------------------------------------------------------------------

Expenses

Donated rent (Note 4(a))                            4,750               3,000               1,750
Donated services (Note 4(a))                        9,500               6,000               3,500
General and administrative                          5,287               4,683                 604
Professional fees                                  42,922              36,084               6,838
Stable fees                                         2,450                --                 2,450
Write down on investment in horses                 76,228              76,228                --
-------------------------------------------------------------------------------------------------
Total Expenses                                    141,137             125,995              15,142
-------------------------------------------------------------------------------------------------
Net Loss For the Period                          (142,066)           (126,924)            (15,142)
=================================================================================================

Net Loss Per Share - Basic and Diluted                                  (0.02)               --
=================================================================================================

Weighted Average Shares Outstanding                                 5,241,000           5,000,000
=================================================================================================
</TABLE>








  (The accompanying notes are an integral part of these financial statements)


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

Aspen Racing Stables Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)



                                                           Accumulated From                       For the period
                                                            March 10, 2006        For the       From March 10, 2006
                                                          (Date of Inception)    Year Ended     (Date of Inception)
                                                            to October 31,      October 31,      to October 31,
                                                                 2007               2007              2006
                                                                   $                 $                 $
                                                          ---------------------------------------------------------
<S>                                                       <C>                   <C>             <C>

Operating Activities

 Net loss                                                        (142,066)        (126,924)         (15,142)

   Adjustments to reconcile net loss to net cash used in
   operating activities:
    Donated rent                                                    4,750            3,000            1,750
    Donated services                                                9,500            6,000            3,500
    Write-off of investment in horses                              76,228           76,228             --

Changes in operating assets and liabilities:

   Prepaid Expenses                                                  (139)            (139)            --
   Accounts Payable                                                 8,632          (19,715)          28,347
-----------------------------------------------------------------------------------------------------------

Net Cash Flows Provided By (Used In) Operating Activities         (43,095)         (61,550)          18,455
===========================================================================================================

Investing Activities
   Expenditures on investment in horses                          (176,228)         (57,620)        (118,608)
   Proceeds from the sale of horses                               100,000          100,000             --
-----------------------------------------------------------------------------------------------------------

Net Cash Flows Provided By (Used in) Investing Activities         (76,228)          42,380         (118,608)
-----------------------------------------------------------------------------------------------------------

Financing Activities

Advances from a related party                                     197,103           96,903          100,200
Repayment to a related party                                     (193,419)        (193,419)            --
Proceeds from issuance of common stock                            300,000          300,000             --
Proceeds from stock subscriptions                                   5,000            5,000             --
-----------------------------------------------------------------------------------------------------------

Net Cash Flows Provided By Financing Activities                   308,684          208,484          100,200
===========================================================================================================

Increase in Cash                                                  189,361          189,314               47

Cash - Beginning of Period                                           --                 47             --
-----------------------------------------------------------------------------------------------------------

Cash - End of Period                                              189,361          189,361               47
===========================================================================================================



Supplemental Disclosures
Interest paid                                                        --               --               --
Income taxes paid                                                    --               --               --
===========================================================================================================

</TABLE>




  (The accompanying notes are an integral part of these financial statements)



                                      F-4
<PAGE>
<TABLE>
<CAPTION>

Aspen Racing Stables Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from March 10, 2006 (Date of Inception) to October 31, 2007
(Expressed in US dollars)


                                                                                                           Deficit
                                                                                                          Accumulated
                                                               Additional       Stock                     During the
                                         Common Stock           Paid-In     subscriptions    Donated      Development
                                      Shares     Par Value      Capital      receivable      Capital        Stage          Total
                                        #            $             $             $              $             $              $
                                  ------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>           <C>           <C>             <C>          <C>              <C>

Balance - March 10, 2006 (Date of
Inception)                             --            --            --            --             --            --             --

Common stock issued for cash at
$0.001 per share                  5,000,000         5,000          --          (5,000)          --            --             --

Donated rent and services              --            --            --            --            5,250          --            5,250

Net loss for the period                --            --            --            --             --         (15,142)       (15,142)
---------------------------------------------------------------------------------------------------------------------------------

Balance - October 31, 2006        5,000,000         5,000          --          (5,000)         5,250       (15,142)        (9,892)

Stock Subscriptions received           --            --            --           5,000           --            --            5,000

Common stock issued for cash at
$0.30 per share                   1,000,000         1,000       299,000          --             --            --          300,000

Donated rent and services              --            --            --            --            9,000          --            9,000

Net loss for the year                  --            --            --            --             --        (126,924)      (126,924)
---------------------------------------------------------------------------------------------------------------------------------

Balance - October 31, 2007        6,000,000         6,000       299,000          --           14,250      (142,066)       177,184
=================================================================================================================================
</TABLE>





  (The accompanying notes are an integral part of these financial statements)



                                      F-5
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)


1.   Development Stage Company

     Aspen Racing Stables Inc. (the "Company") was  incorporated in the State of
     Nevada on March 10, 2006. The Company is a Development  Stage  Company,  as
     defined  by  Statement  of  Financial  Accounting  Standard  ("SFAS")  No.7
     "Accounting and Reporting by Development Stage Enterprises".  The Company's
     principal  business  is the  purchase,  breeding,  training,  and resale of
     horses. During the year ended October 31, 2006, the Company purchased seven
     foals and  commenced  breeding and training of the foals with the intention
     of reselling the horses as yearlings. On May 25, 2007, the Company sold the
     horses.

     These  financial  statements  have been prepared on a going concern  basis,
     which implies the Company will continue to realize its assets and discharge
     its  liabilities  in the normal  course of business.  The Company has never
     generated  positive  margins on the sale of its horses,  and has never paid
     any dividends and is unlikely to pay dividends or generate  earnings in the
     immediate or foreseeable future. The continuation of the Company as a going
     concern  is  dependent  upon  the  continued  financial  support  from  its
     shareholders,  the  ability  of the  Company  to  obtain  necessary  equity
     financing  to  continue  operations,   and  the  attainment  of  profitable
     operations.  As at October 31, 2007, the Company has accumulated  losses of
     $142,066 since inception and a working  capital of $177,184.  These factors
     raise  substantial  doubt regarding the Company's  ability to continue as a
     going concern. These financial statements do not include any adjustments to
     the  recoverability  and  classification  of  recorded  asset  amounts  and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.

     On  March  16,  2007,  the  Company  filed an SB-2  Registration  Statement
     ("SB-2") with the United States Securities and Exchange Commission that was
     declared  effective on June 12, 2007, to issue  1,000,000  shares of common
     stock at $0.30  per share for gross  proceeds  of  $300,000.  Refer to Note
     5(b).

     In August  2007,  the  Company  issued  1,000,000  shares of common  stock,
     pursuant to the SB-2, for cash proceeds of $300,000. The proceeds were used
     to repay  the  initial  cash  financing  of the  Company's  operations  and
     outstanding amounts owing to creditors. The remaining proceeds will be used
     to purchase  additional  foals and commence  breeding and training with the
     intent of reselling the horses as yearlings.

2.   Summary of Significant Accounting Policies

     a)   Basis of Presentation

          These financial statements and related notes have been prepared by the
          Company in accordance with accounting principles generally accepted in
          the United  States,  and are  expressed in US dollars.  The  Company's
          fiscal year-end is October 31.

     b)   Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          generally accepted  accounting  principles 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
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those  estimates.  The Company  regularly  evaluates
          estimates and assumptions related to useful life and recoverability of
          investment in horses,  donated expenses, and deferred income tax asset
          valuations. The Company bases its estimates and assumptions on current
          facts,  historical  experience  and  various  other  factors  that  it
          believes  to be  reasonable  under the  circumstances,  the results of
          which form the basis for making judgments about the carrying values of
          assets and  liabilities and the accrual of costs and expenses that are
          not  readily   apparent  from  other   sources.   The  actual  results
          experienced  by the Company may differ  materially  and adversely from
          the Company's estimates.  To the extent there are material differences
          between  the  estimates  and the  actual  results,  future  results of
          operations will be affected.

     c)   Basic and Diluted Net Income (Loss) Per Share

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation
          of both basic and diluted  earnings per share (EPS) on the face of the
          income statement.  Basic EPS is computed by dividing net income (loss)
          available to common  shareholders  (numerator) by the weighted average
          number of shares outstanding  (denominator) during the period. Diluted
          EPS gives effect to all dilutive  potential common shares  outstanding
          during the period  using the  treasury  stock  method and  convertible


                                      F-6
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)

2. Summary of Significant Accounting Policies (continued)

          preferred stock using the if-converted  method. In computing.  Diluted
          EPS, the average stock price for the period is used in determining the
          number of shares  assumed to be  purchased  from the exercise of stock
          options or  warrants.  Diluted EPS  excludes  all  dilutive  potential
          shares if their effect is anti  dilutive.  As at October 31, 2007, and
          2006, there are no dilutive potential common shares.

     d)   Comprehensive Loss

          SFAS No. 130, "Reporting  Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in the  financial  statements.  As at October 31,  2007 and 2006,  the
          Company  has  no  items  that  represent  a  comprehensive  loss  and,
          therefore,  has not included a schedule of  comprehensive  loss in the
          financial statements.

     e)   Cash and Cash Equivalents

          The Company  considers all highly liquid  instruments with maturity of
          three months or less at the time of issuance to be cash equivalents.

     f)   Investment in Horses

          The value of the horses include all direct  acquisition costs incurred
          and are  recorded  at the  lower  of cost or  market  until  they  are
          available for sale. As the Company  purchases the horses as foals with
          the  intention  of  breeding,  training,  and  selling  the  horses as
          yearlings  (one-year olds), all costs associated with the acquisition,
          breeding,  and training of the horses are capitalized.  In April 2007,
          the Company recognized a writedown of the carrying costs of $76,228 as
          a charge to  operations.  In May 2007, the Company sold the horses for
          proceeds of $100,000.

     g)   Financial Instruments

          Financial  instruments,  which include  cash,  accounts  payable,  and
          amounts due to a related party,  were  estimated to approximate  their
          carrying  values due to the immediate or short-term  maturity of these
          financial  instruments.  The Company's  operations are in Canada which
          results in exposure to market risks from  changes in foreign  currency
          rates. The financial risk is the risk to the Company's operations that
          arise from  fluctuations  in foreign  exchange rates and the degree of
          volatility  of  these  rates.  Currently,  the  Company  does  not use
          derivative  instruments  to reduce its  exposure  to foreign  currency
          risk.

     h)   Income Taxes

          Potential  benefits  of income tax losses  are not  recognized  in the
          accounts  until  realization  is more likely than not. The Company has
          adopted  SFAS  No.  109  "Accounting  for  Income  Taxes"  as  of  its
          inception. Pursuant to SFAS No. 109 the Company is required to compute
          tax asset benefits for net operating losses carried forward. Potential
          benefit of net  operating  losses  have not been  recognized  in these
          financial  statements because the Company cannot be assured it is more
          likely  than not it will  utilize  the net  operating  losses  carried
          forward in future years.

     i)   Foreign Currency Translation

          The Company's  functional and reporting  currency is the United States
          dollar.   Monetary  assets  and  liabilities  denominated  in  foreign
          currencies  are  translated  in  accordance  with SFAS No. 52 "Foreign
          Currency  Translation",  using the  exchange  rate  prevailing  at the
          balance sheet date.  Gains and losses arising on settlement of foreign
          currency  denominated  transactions  or balances  are  included in the
          determination of income.  Foreign currency  transactions are primarily
          undertaken  in Canadian  dollars.  The Company has not, to the date of
          these financials  statements,  entered into derivative  instruments to
          offset the impact of foreign currency fluctuations.

     j)   Revenue Recognition

          The  Company  recognizes  revenue  from  the  sale of its'  horses  in
          accordance with Securities and Exchange  Commission Staff Bulletin No.
          104,  "Revenue  Recognition  in  Financial  Statements".   Revenue  is
          recognized  only when the price is fixed or  determinable,  persuasive
          evidence  of an  arrangement  exists,  the  horses are  available  for
          immediate  delivery,  and collectibility is assured.  On May 25, 2007,
          the Company  disposed of its entire horse  inventory for total revenue
          of $100,000.

                                      F-7
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)

2. Summary of Significant Accounting Policies (continued)

     k)   Recently Issued Accounting Pronouncements

          In December  2007,  the Financial  Accounting  Standards  Board (FASB)
          issued SFAS No. 141R, "Business Combinations". This statement replaces
          SFAS 141 and defines the  acquirer  in a business  combination  as the
          entity that obtains  control of one or more  businesses  in a business
          combination and establishes the acquisition  date as the date that the
          acquirer achieves control. SFAS 141R requires an acquirer to recognize
          the assets acquired,  the liabilities  assumed, and any noncontrolling
          interest in the acquiree at the  acquisition  date,  measured at their
          fair values as of that date.  SFAS 141R also  requires the acquirer to
          recognize  contingent  consideration at the acquisition date, measured
          at its fair value at that date. This statement is effective for fiscal
          years, and interim periods within those fiscal years,  beginning on or
          after  December  15, 2008 and  earlier  adoption  is  prohibited.  The
          adoption of this  statement is not expected to have a material  effect
          on the Company's financial statements.

          In  December  2007,  the FASB  issued  SFAS No.  160,  "Noncontrolling
          Interests  in  Consolidated   Financial  Statements   Liabilities  -an
          Amendment of ARB No. 51".  This  statement  amends ARB 51 to establish
          accounting and reporting standards for the Noncontrolling  interest in
          a  subsidiary  and  for  the  deconsolidation  of a  subsidiary.  This
          statement is effective for fiscal years,  and interim  periods  within
          those  fiscal  years,  beginning  on or after  December  15,  2008 and
          earlier adoption is prohibited.  The adoption of this statement is not
          expected  to  have  a  material  effect  on  the  Company's  financial
          statements.

          In February 2007, the Financial  Accounting  Standards  Board ("FASB")
          issued SFAS No. 159, "The Fair Value Option for  Financial  Assets and
          Financial  Liabilities - Including an Amendment of FASB  Statement No.
          115".  This  statement  permits  entities  to choose to  measure  many
          financial  instruments and certain other items at fair value.  Most of
          the  provisions  of SFAS No. 159 apply only to entities that elect the
          fair value option.  However, the amendment to SFAS No. 115 "Accounting
          for Certain  Investments in Debt and Equity Securities" applies to all
          entities with available-for-sale and trading securities.  SFAS No. 159
          is effective as of the beginning of an entity's first fiscal year that
          begins  after  November  15, 2007,  and early  adoption is  permitted,
          provided  that the entity also elects to apply the  provision  of SFAS
          No. 157, "Fair Value Measurements".  The adoption of this statement is
          not  expected  to have a material  effect on the  Company's  financial
          statements.

          In  September  2006,  the  FASB  issued  SFAS  No.  158,   "Employers'
          Accounting for Defined Benefit Pension and Other  Postretirement Plans
          - an amendment of FASB  Statements No. 87, 88, 106, and 132(R)".  This
          statement   requires   employers  to  recognize   the   overfunded  or
          underfunded  status of a defined  benefit  postretirement  plan (other
          than a  multiemployer  plan) as an asset or liability in its statement
          of financial  position and to recognize  changes in that funded status
          in the year in which the changes occur through comprehensive income of
          a  business  entity  or  changes  in  unrestricted  net  assets  of  a
          not-for-profit organization.  This statement also requires an employer
          to measure the funded  status of a plan as of the date of its year-end
          statement  of  financial  position,   with  limited  exceptions.   The
          provisions of SFAS No. 158 are  effective for employers  with publicly
          traded equity securities as of the end of the fiscal year ending after
          December 15, 2006.  The adoption of this  statement is not expected to
          have a material  effect on the  Company's  future  reported  financial
          position or results of operations.

          In  September  2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
          Measurements".   The   objective  of  SFAS  No.  157  is  to  increase
          consistency and comparability in fair value measurements and to expand
          disclosures about fair value  measurements.  SFAS No. 157 defines fair
          value,  establishes a framework for measuring  fair value in generally
          accepted  accounting  principles,  and expands  disclosures about fair
          value  measurements.  SFAS No.  157  applies  under  other  accounting
          pronouncements that require or permit fair value measurements and does
          not require any new fair value  measurements.  The  provisions of SFAS
          No. 157 are effective for fair value measurements made in fiscal years
          beginning  after  November 15, 2007. The adoption of this statement is
          not  expected  to  have a  material  effect  on the  Company's  future
          reported financial position or results of operations.

          In June 2006, the FASB issued FASB Integration No. 48, "Accounting for
          Uncertainty in Income Taxes, an  interpretation of FASB Statements No.
          109" (FIN 48). FIN 48 clarifies  the  accounting  for  uncertainty  in
          income  taxes by  prescribing  a two-step  method of first  evaluating
          whether a tax  position  has met a more  likely  than not  recognition
          threshold  and second,  measuring  that tax position to determine  the
          amount of benefit to be recognized in the financial statements. FIN 48
          provides  guidance  on the  presentation  of such  positions  within a
          classified   statement   of   financial   position   as   well  as  on
          derecognition,  interest and penalties, accounting in interim periods,
          disclosure,  and  transition.  FIN 48 is  effective  for fiscal  years
          beginning  after  December 15, 2006.  The adoption of this standard is
          not  expected to have a material  effect on the  Company's  results of
          operations or financial position.


                                      F-8
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)

2. Summary of Significant Accounting Policies (continued)

     l)   Recently Adopted Accounting Pronouncements

          In September 2006, the SEC issued Staff  Accounting  Bulletin  ("SAB")
          No. 108,  "Considering  the Effects of Prior Year  Misstatements  when
          Quantifying  Misstatements in Current Year Financial  Statements." SAB
          No.  108  addresses   how  the  effects  of  prior  year   uncorrected
          misstatements  should be considered when quantifying  misstatements in
          current year financial  statements.  SAB No. 108 requires companies to
          quantify  misstatements  using a balance  sheet and  income  statement
          approach  and  to  evaluate   whether  either   approach   results  in
          quantifying   an  error  that  is   material   in  light  of  relevant
          quantitative  and  qualitative  factors.  SAB No. 108 is effective for
          fiscal  years ending  after  November  15, 2006.  The adoption of this
          statement  did not have a  material  effect  on the  Company's  future
          reported financial position or results of operations.

     m)   Reclassification

          Certain items within the financial  statements have been  reclassified
          for presentation purposes.

3.   Investment in Horses

     During the year ended October 31, 2007,  the Company  incurred $nil (2006 -
     $96,845)  of direct  acquisition  costs and  $58,549  (2006 -  $21,763)  of
     indirect  development  costs  related to  breeding  and  training  of seven
     horses.  In April 2007,  the Company  recorded a writedown  of the carrying
     value of the horses by $76,228. On May 25, 2007, the Company sold the seven
     horses for proceeds of $100,000.

4.   Related Party Transactions

     a)   During the year ended October 31, 2007, the Company recognized a total
          of $3,000 (2006 - $1,750) of donated rent at $250 per month and $6,000
          (2006 -  $3,500)  of  donated  management  services  at $500 per month
          provided by the President of the Company.

     b)   In August  2006,  a relative  of a director  of the  Company  advanced
          $100,200 to the Company for working capital purposes.  During the year
          ended  October  31,  2007,  a relative  of a director  of the  Company
          advanced an  additional  $96,903 to the  Company  for working  capital
          purposes,  and was repaid  $193,419.  At October 31, 2007, the Company
          owes $3,684 (2006 - $100,200) for shareholder advances. These advances
          are unsecured, non-interest bearing, and are due on demand.

5.   Common Stock

     a)   On March 14, 2006, the Company issued 5,000,000 shares of common stock
          at a price of $0.001 per share to a director  of the Company for gross
          proceeds of $5,000.  On January 10,  2007,  the Company  received  the
          proceeds of $5,000.

     b)   On August 4, 2007, the Company issued 1,000,000 shares of common stock
          at a price of $0.30 per share for  proceeds of  $300,000,  pursuant to
          the SB-2.

6.   Income Tax

     The Company  accounts for income taxes under SFAS No. 109,  "Accounting for
     Income Taxes."  Deferred  income tax assets and  liabilities are determined
     based upon differences  between financial reporting and tax bases of assets
     and  liabilities and are measured using the enacted tax rates and laws that
     will be in effect when the differences are expected to reverse.  Income tax
     expense  differs  from the amount that would  result from  applying the U.S
     federal and state income tax rates to earnings  before  income  taxes.  The
     Company has a net operating loss  carryforward  of  approximately  $127,800
     available to offset taxable income in future years which commence  expiring
     in fiscal  2026.  Pursuant to SFAS 109,  the  potential  benefit of the net
     operating  loss  carryforward  has not  been  recognized  in the  financial
     statements  since the Company cannot be assured that it is more likely than
     not that such benefit will be utilized in future years.


                                      F-9
<PAGE>

Aspen Racing Stables Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in US dollars)

6.   Income Tax (continued)

     The Company is subject to United States federal and state income taxes at a
     statutory rate of 35%. The reconciliation of the provision for income taxes
     at the United  States  federal  statutory  rate  compared to the  Company's
     income tax expense as reported is as follows:

                                               October 31,        October 31,
                                                  2007               2006
                                                   $                  $

Income tax recovery at statutory rate           44,410              5,300

Permanent differences                           (3,150)            (1,830)

Valuation allowance change                     (41,260)            (3,470)
-------------------------------------------- -------------  -----------------

Provision for income taxes                         --                 --
-------------------------------------------- -------------  -----------------

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting  purposes and the amounts used for income tax purposes.  Deferred
     income taxes arise from temporary  differences in the recognition of income
     and expenses for  financial  reporting and tax  purposes.  The  significant
     components  of deferred  income tax assets and  liabilities  at October 31,
     2007 and 2006 are as follows:

                                              October 31,          October 31,
                                                 2007                 2006
                                                   $                    $

Net operating loss carryforward                 44,730                3,470

Valuation allowance                            (44,730)              (3,470)
-------------------------------------------  -------------   ----------------

Net deferred income tax asset                      --                   --
-------------------------------------------  -------------   ----------------

     The Company has  recognized a valuation  allowance for the deferred  income
     tax asset since the Company  cannot be assured  that it is more likely than
     not that such  benefit  will be utilized  in future  years.  The  valuation
     allowance is reviewed annually. When circumstances change and which cause a
     change in management's  judgment about the realizability of deferred income
     tax  assets,  the  impact  of the  change  on the  valuation  allowance  is
     generally reflected in current income.














                                      F-10
<PAGE>
<TABLE>
<CAPTION>

6.   Income Tax (continued)

     The Company is subject to United States federal and state income taxes at a
     statutory rate of 35%. The reconciliation of the provision for income taxes
     at the United  States  federal  statutory  rate  compared to the  Company's
     income tax expense as reported is as follows:

                                                October 31,          October 31,
                                                    2007                 2006
                                                     $                    $

Income tax recovery at statutory rate             44,410                 5,300

Permanent differences                            (3,150)               (1,830)

Valuation allowance change                      (41,260)               (3,470)
--------------------------------------------------------------------------------

Provision for income taxes                         --                    --
--------------------------------------------------------------------------------

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting  purposes and the amounts used for income tax purposes.  Deferred
     income taxes arise from temporary  differences in the recognition of income
     and expenses for  financial  reporting and tax  purposes.  The  significant
     components  of deferred  income tax assets and  liabilities  at October 31,
     2007 and 2006 are as follows:

                                                October 31,          October 31,
                                                    2007                 2006
                                                     $                    $

Net operating loss carryforward                   44,730                3,470

Valuation allowance                              (44,730)              (3,470)
--------------------------------------------------------------------------------


Net deferred income tax asset                      --                    --
--------------------------------------------------------------------------------

     The Company has  recognized a valuation  allowance for the deferred  income
     tax asset since the Company  cannot be assured  that it is more likely than
     not that such  benefit  will be utilized  in future  years.  The  valuation
     allowance is reviewed annually. When circumstances change and which cause a
     change in management's  judgment about the realizability of deferred income
     tax  assets,  the  impact  of the  change  on the  valuation  allowance  is
     generally reflected in current income.

7.   Restatement

     The Company has restated its  financial  statements  as at October 31, 2006
     and for the period from March 10, 2006 (date of  inception)  to October 31,
     2006. The financial  statements  have been restating to reflect  previously
     unrecorded  liabilities.  The effect of the  restatement is to increase net
     loss by $4,829 for the period  from March 10, 2006 (Date of  Inception)  to
     October 31, 2006. Net loss per share was unchanged.


      a)  Balance Sheet

                                                                              As At October 31, 2006
                                                               ------------------------------------------------------
                                                                   As Reported      Adjustment       As Restated
                                                                        $                $                $
<S>                                                               <C>               <C>              <C>

     Current Assets

       Investment in Horses                                         108,713          9,895           118,608


     Current Liabilities

       Accounts payable                                              13,623         14,724            28,347


     Stockholder's Equity (Deficit)

       Deficit accumulated during the development stage             (10,313)        (4,829)          (15,142)

</TABLE>



                                      F-11
<PAGE>
<TABLE>
<CAPTION>

7. Restatement (continued)

      b)  Statement of Operations


                                                                          Accumulated from March 10, 2006
                                                                      (Date of Inception) to October 31, 2006
                                                               ------------------------------------------------------
                                                                   As Reported      Adjustment       As Restated
                                                                        $                $                $
<S>                                                                <C>              <C>              <C>

     Other Expenses
       General and administrative                                           153                451            604
       Professional fees                                                  2,460              4,378          6,838

     Net loss for the period                                            (10,313)             4,829        (15,142)





      c)  Statement of Cash Flows

                                                                          Accumulated from March 10, 2006
                                                                      (Date of Inception) to October 31, 2006
                                                               ------------------------------------------------------
                                                                   As Reported      Adjustment       As Restated
                                                                        $                $                $

     Operating Activities

       Net loss for the period                                          (10,313)             4,829        (15,142)

       Adjustments to reconcile net loss to net cash
       used in operating activities:

        Accounts payable                                                 13,623             14,724         28,347

     Investing Activities

        Investment in horses                                           (108,713)            (9,895)      (118,608)



</TABLE>



                                      F-12
<PAGE>



SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

February 14, 2008                          ASPEN RACING STABLES, INC.



                                           /s/ Dwight McLellan
                                           -------------------
                                           Dwight McLellan, President
                                           Director and Chief Executive Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the date indicated.

February 14, 2008

                                           /s/ Trixy Sasyniuk-Walt
                                           -----------------------
                                           Trixy Sasyniuk-Walt, Secretary
                                           Treasurer and Director (Principal),
                                           Financial and Accounting Officer)

February 14, 2008

                                           /s/ Dwight McLellan
                                           -------------------
                                           Dwight McLellan, President
                                           Chief Executive Officer and Director















                                        12
 <PAGE>