<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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 No.
ASP Ventures Corp.
-----------------------
(Exact name of registrant as specified in its charter)
Florida 98-0203918
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
1177 West Hastings Street, Suite 1818
Vancouver BC, Canada V6E 2K3
-----------------------------------------------------
(Address of principal executive offices)
(604) 602-1717
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X] No [ ]
As of September 30, 2000, there were issued and outstanding 3,000,000
shares of common stock of the registrant.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION ................................................ 3
ITEM 1. FINANCIAL STATEMENTS .............................................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS ........ 8
PART II OTHER INFORMATION ................................................... 9
ITEM 1. LEGAL PROCEEDINGS ................................................. 9
ITEM 2. CHANGES IN SECURITIES ............................................. 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ................................... 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............... 9
ITEM 5. OTHER INFORMATION ................................................. 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................. 9
SIGNATURES .................................................................. 10
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASP VENTURES CORP.
BALANCE SHEET
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
===============================================================================
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------- -----------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 1,104 $ 7,754
===============================================================================
LIABILITIES
CURRENT
Accounts payable $ 158,787 $ 62,620
Accrued interest payable 1,083 -
Loan payable (Note 3) 40,843 -
-------------------------------------------------------------------------------
200,713 62,620
-------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 4) 3,000 3,000
Additional paid in capital 390,000 390,000
Deficit (592,609) (447,866)
-------------------------------------------------------------------------------
(199,609) (54,866)
-------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,104 $ 7,754
===============================================================================
</TABLE>
GOING CONCERN (Note 1)
<PAGE> 4
ASP VENTURES CORP.
STATEMENT OF INCOME AND RETAINED EARNINGS
NINE-MONTH PERIOD ENDED SEPTEMBER 30
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
=====================================================================================================================
2000 1999
------------------- ------------------
<S> <C> <C>
REVENUE
Interest $ 213 $ 3,819
---------------------------------------------------------------------------------------------------------------------
EXPENSES
Accounting and audit 3,165 (326)
Bank charges 306 793
Consulting 45,000 110,894
Courier - 49
Currency exchange 236 (20)
Entertainment 2,052 2,592
Filing fees 5,014 351
Financing fees 1,512 -
Interest 1,083 -
Legal 30,324 88,198
Management fee 51,390 31,225
Office and general 1,910 1,820
Provision for bad debt - 132,231
Rent - 8,739
Transfer agency 1,048 895
Travel 1,916 6,422
---------------------------------------------------------------------------------------------------------------------
144,956 383,863
---------------------------------------------------------------------------------------------------------------------
NET LOSS (144,743) (380,044)
DEFICIT, BEGINNING OF PERIOD (447,866) (7,500)
---------------------------------------------------------------------------------------------------------------------
DEFICIT, END OF PERIOD $ (592,609) $ (387,544)
=====================================================================================================================
LOSS PER SHARE $ (0.19) $ (0.13)
=====================================================================================================================
</TABLE>
<PAGE> 5
ASP VENTURES CORP.
STATEMENT OF CASH FLOWS
NINE-MONTH PERIOD ENDED SEPTEMBER 30
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
=====================================================================================================================
2000 1999
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income for the period $(144,743) $(380,044)
Depreciation and amortization - 132,231
Change in non-cash operating working capital items
Accounts receivable - (132,231)
Accounts payable 96,167 26,325
Accrued interest payable 1,083 -
---------------------------------------------------------------------------------------------------------------------
(47,493) (353,719)
---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITY
Loan payable 40,843 -
Share capital - 400,000
Financing fees - (12,000)
---------------------------------------------------------------------------------------------------------------------
40,843 388,000
---------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH (6,650) 34,281
CASH POSITION, BEGINNING OF PERIOD 7,754 -
---------------------------------------------------------------------------------------------------------------------
CASH POSITION, END OF PERIOD $ 1,104 $ 34,281
=====================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest received $ - $ 3,819
=====================================================================================================================
</TABLE>
<PAGE> 6
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(EXPRESSED IN UNITED STATES DOLLARS)
================================================================================
1. GOING CONCERN
The Company was incorporated under the laws of the State of Florida on
March 23, 1989, as Air Support Services, Corp. On May 15, 1998, the
company changed its name to ASP Ventures Corp.
Since inception, the Company has incurred cumulative losses of $592,609
and has a working capital deficiency of $199,609. These financial
statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern which assumes that
the Company will realize its assets and discharge its liabilities in the
normal course of business. Realization values may be substantially
different from carrying values as shown in these financial statements
should the Company be unable to continue as a going concern.
The Company's ability to meet its obligations and maintain its operations
is contingent upon several factors, including profitable operations,
successful completion of additional financing arrangements, the
continuing support of its creditors and/or the completion of a business
combination with a company which would assist in obtaining necessary
financing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles which in respect of these
financial statements do not differ materially from accounting principles
generally accepted in the United States.
(a) Earnings (loss) per common share
The earnings (loss) per common share is calculated based on the
weighted average number of shares outstanding during the period.
Diluted earnings per share has not been presented as the effect of
common shares issuable on the exercise of options is
anti-dilutive.
(b) Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
periods. Actual results could differ from those estimates.
(c) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in
banks and highly liquid investments with an original maturity of
ninety days or less.
<PAGE> 7
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(EXPRESSED IN UNITED STATES DOLLARS)
================================================================================
3. LOAN PAYABLE
The loan payable of $40,843 is interest bearing at 6% and repayable on
demand.
4. SHARE CAPITAL
(a) Authorized
50,000,000 common voting shares, $0.001 par value.
(b) Issued
<TABLE>
<CAPTION>
Common Stock
---------------------------- Additional
Shares Amount paid-in capital Total
---------------------------- ---------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1997 5,000 $ 5,000 $ - $ 5,000
Change of par value of shares from
$1.00 to $0.001 - (4,995) 4,995 -
Stock split (note 4(c)) 995,000 995 (995) -
--------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 1,000,000 1,000 4,000 5,000
Private placement (Note 4(d)) 2,000,000 2,000 386,000 388,000
--------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000 and
December 31, 1999 3,000,000 $ 3,000 $ 390,000 $ 393,000
====================================================================================================================
</TABLE>
(c) During the year ended December 31, 1998, the Company split its
common shares on a 200:1 basis increasing the number of
outstanding common shares to 1,000,000.
(d) During the year ended December 31, 1999, the Company issued
2,000,000 common shares at $0.20 per share for gross proceeds of
$400,000, less financing costs of $12,000.
5. RELATED PARTY TRANSACTIONS
Management fees paid or payable to directors amounted to $51,390
(SEPTEMBER 30, 1999 - $31,225).
6. SUBSEQUENT EVENT
Subsequent to September 30, 2000, ASP Ventures Corp. has signed a letter
of intent with Premier ASP to acquire all of its shares. The
transaction is conditional upon satisfactory due diligence by ASP,
agreement on the number of shares of ASP to be issued for the
acquisition and negotiation of a definitive agreement.
ASP also announced that it has agreed to provide $300,000 of bridge
financing to Premier ASP prior to the closing of the acquisition.
Through this acquisition, ASP intends to provide business processes to
corporate clients and their employees, both directly and through an
internet portal site.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
ASP is not currently engaged in any business. On September 21, 2000, ASP
entered into an informal agreement to acquire all of the issued and outstanding
common stock of Premiere ASP. We understand that Premiere ASP has arranged to
acquire contracts to provide services to businesses and their employees,
including the management of benefits and insurance programs. ASP's acquisition
of Premiere ASP is contingent upon, among other things, ASP's due diligence
review of Premiere ASP and the execution of a definitive agreement.
Subject to ASP's review of Premiere ASP, ASP has agreed to provide
$300,000 of bridge financing to Premiere ASP. ASP plans to raise funds for the
bridge financing by selling convertible debt in the amount of $500,000.
(b) FACTORS THAT COULD AFFECT OPERATING RESULTS
Forward Looking Statements. This periodic report on Form 10-QSB
contains forward-looking statements. Additional written and oral
forward-looking statements may be made by ASP from time to time in SEC filings
and otherwise. Results predicted by forward-looking statements, including,
without limitation, those relating to our future business prospects, revenues,
working capital, liquidity, capital needs, interest costs, and income are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward-looking statements, due to
the following factors, among other risks and factors identified from time to
time in ASP's filings with the SEC.
ASP Will Need Additional Capital in the Future. We intend to satisfy
our cash requirements over the next 12 months by borrowing up to $500,000. We
have entered into an informal arrangement with a lender to provide such
financing, however, such additional financing may not be available on
acceptable terms or at all. A lack of financing may require ASP to delay or
abandon plans for entering into a definitive agreement to purchase Premiere ASP.
ASP Has a History of Losses and Cannot Be Certain to Achieve Positive
Cash Flow. For the nine month period ended September 30, 1999 ASP had a net
loss of $144,743. ASP had a net loss of $380,044 for the same period in 2000.
ASP presently has no revenue producing operations.
Even if ASP acquires Premiere ASP or another operating entity, it
cannot be certain that it will achieve or sustain positive cash flow or
profitability from its operations. ASP's net losses and negative cash flow are
likely to continue even longer than management currently anticipates if ASP
does not acquire a viable operating entity and if it does not attract and
retain qualified personnel. ASP's ability to achieve its objectives is subject
to financial, competitive, regulatory, legal, technical and other factors, many
of which are beyond ASP's control.
ASP Is Subject to Risks As It Makes Acquisitions and Engages in
Strategic Alliances. As part of its business strategy, ASP intends to acquire
Premiere ASP and may acquire, make investments in, or enter into strategic
alliances with as yet unidentified operating companies. Any such future
acquisitions, investments and/or strategic alliances would involve risks, such
as:
- incorrect assessment of the value, strengths and weaknesses of acquisition
and investment opportunities;
- underestimating the difficulty of integrating the operations and personnel
of newly acquired companies;
- the potential disruption of any ongoing business, including possible
diversions of resources and management time; and
- the threat of impairing relationships with employees and customers as a
result of changes in management or ownership.
ASP cannot assure you that it will be successful in overcoming these
risks. Moreover, ASP cannot be certain that any desired acquisition, investment
and/or strategic alliance could be made in a timely manner or on terms and
conditions acceptable to ASP. Neither can ASP assure you that ASP will be
successful in identifying attractive acquisition candidates. We expect that
competition for such acquisitions may be significant. ASP may compete with
others who have similar acquisition strategies, many of whom may be larger and
have greater financial and other resources than ASP.
An additional risk associated with acquisitions is that many attractive
acquisition candidates do not have audited financial statements and have varying
degrees of internal controls. Although ASP may believe that the available
financial information for a particular business is reliable, it cannot guarantee
that a subsequent audit would not reveal matters of significance, including with
respect to liabilities, contingent or otherwise. ASP's management expects that,
from time to time in the future, ASP will enter into acquisition agreements, the
pro forma effect of which is not known and cannot be predicted.
ASP Does Not Expect to Pay Dividends. ASP does not anticipate paying
cash dividends in the foreseeable future.
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NOT APPLICABLE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NOT APPLICABLE
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
<TABLE>
<CAPTION>
Item
Number Description
<S> <C>
3.1 Articles of Incorporation of Airsupport Services Corp., filed
March 21, 1989 (filed as Exhibit 3.1 to ASP's Form 10SB12G filed
as of December 21, 1999, and incorporated herein by reference).
3.2 Articles of Amendment to Airsupport Services Corp., filed May 15,
1998 (filed as Exhibit 3.1 to ASP's Form 10SB12G filed as of
December 21, 1999, and incorporated herein by reference).
3.3 Bylaws of ASP Ventures Corp. (filed as Exhibit 3.1 to ASP's Form
10SB12G filed as of December 21, 1999, and incorporated herein by
reference).
27 Financial Data Schedule (filed herewith).
</TABLE>
(b) Reports on Form 8-K
NONE
<PAGE> 10
SIGNATURES
In accordance with requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASP Ventures Corp.
Dated November 14, 2000 by: /s/ Ross Wilmot
------------------------
Ross Wilmot
President and Director
Dated November 14, 2000 by: /s/ G.W. Norman Wareham
------------------------
G.W. Norman Wareham
Secretary, Treasurer and
Director
