<PAGE> 1
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 000-28589
ASP Ventures Corp.
------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 98-0203918
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1177 West Hastings Street, #1818, Vancouver BC, Canada V6E 2K3
- --------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (604)602-1717
------------------------------
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
N/A N/A
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of Class)
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 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]
ASP Ventures Corp.'s revenues for its most recent fiscal year ended December 31,
1999 were $ 4,064.
------
<PAGE> 2
As of February 29, 2000, there were 3,000,000 outstanding shares of ASP Ventures
Corp. common stock. Of those 3,000,000 shares, 2,100,000 shares were
held by non-affiliates of the Registrant. ASP's common stock has traded on the
Pink Sheets of the National Quotation Bureau, LLC since July 1, 1999, and no
sales data is presently available to calculate the aggregate market value of ASP
common stock held by non-affiliates.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (Check one) Yes No X
The Index of Exhibits filed with this Report begins on page 4.
<PAGE> 3
ASP VENTURES CORP.
FORM 10-KSB
TABLE OF CONTENTS
Page
----
PART I
Item 1. Description of Business........................... 3
Item 2. Description of Property........................... 3
Item 3. Legal Proceedings................................. 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 4
Item 6. Management's Discussion and Analysis or Plan of Operation 4
Item 7. Financial Statements.............................. 4
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure............. 4
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act.................................... 4
Item 10. Executive Compensation............................ 4
Item 11. Security Ownership of Certain Beneficial Owners and
Management...................................... 4
Item 12. Certain Relationships and Related Transactions.... 4
Item 13. Exhibits and Reports on Form 8-K.................. 4
Signatures ............................................. 5
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) DEVELOPMENT OF BUSINESS. ASP Ventures Corp. was originally
incorporated under the laws of the State of Florida on March 23, 1989 under the
name of "Airsupport Services Corp." On May 15, 1998, we amended our Articles of
Incorporation to, among other things, change our name to "ASP Ventures Corp." We
are filing this Form 10-SB on a voluntary basis under the Securities Exchange
Act of 1934 (the "Exchange Act") in order to become eligible for quotation on
the OTC Bulletin Board.
(b) BUSINESS OF REGISTRANT. ASP is a development stage company whose
only operation is seeking viable businesses to acquire. Accordingly, the
auditor's report on our financial statements notes that we will need additional
financing or future profitability to continue as a going concern. Since its
formation, ASP has explored entering into various businesses but has not
commenced operations in any business. In particular:
- From March 23, 1989 until December 31, 1989 ASP explored the
possibility of providing support services to airlines. On December
31, 1989, ASP's Board of Directors determined that providing support
services to airlines was not a viable business opportunity and that
ASP should cease looking for businesses to acquire until the board
determined otherwise. ASP remained dormant until May 15, 1998;
- From May 15, 1998 until February 1999, ASP again began seeking
businesses to acquire. In anticipation of becoming involved in a
business other than providing support services to airlines, ASP
changed its name to ASP Ventures Corp.
- In February 1999, ASP explored manufacturing lightweight concrete
additives. On June 5, 1999, it entered into a binding memorandum of
agreement to acquire a minimum of 69.64% of the outstanding common
stock of Felco Holding Zug AG, a Swiss manufacturer of lightweight
concrete additives, in exchange for 3 million shares of ASP common
stock and 350,000 Swiss Francs. The agreement also provided that
Felco's controlling shareholders would assign or exclusively license
their interests in certain intellectual property and technical
processes to Felco, and that ASP would loan Felco 400,000 Swiss
Francs (approximately US$251,572) for use as working capital. ASP
advanced $132,231 to Felco following the execution of the agreement.
Shortly thereafter, ASP terminated the transaction because of
questions concerning the valuation of Felco's intellectual property
and technical processes to be assigned or licensed to Felco under the
agreement. ASP wrote off its $132,231 loan to Felco as not
collectible. ASP's management does not believe that ASP incurred any
liabilities as a result of its termination of the agreement.
ITEM 2. DESCRIPTION OF PROPERTY
As of December 31, 1999, ASP had no material assets except for cash in
the amount of $7,754. ASP has no office facilities or real property holdings.
ASP currently rents office space at 1177 West Hastings Street, Vancouver,
British Columbia, Canada V6E 2K3, on a month-to-month basis at a monthly rental
of $2,140 Canadian.
ITEM 3. LEGAL PROCEEDINGS
ASP is not party to any legal proceeding which could have a material
effect upon its business, financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
1999.
<PAGE> 4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ASP is authorized by its Articles of Incorporation to issue 50,000,000
shares of common stock, par value $0.001 per share.
All shares of stock, when issued, are to be fully paid and
non-assessable. All shares of ASP's common stock are entitled to one vote at any
shareholders meeting or other authorized vote of the shareholders. All shares of
ASP's common stock are equal to one another with respect to dividends and
liquidation rights. Holders of ASP's common stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available for dividends, and upon liquidation, are entitled to participate
pro-rata in a distribution of assets available for such distribution to
shareholders. There are no conversion, preemptive, option, or subscription
privileges with respect to any shares. ASP's common stock does not have
cumulative voting rights which means that the holder of more than 50% of the
shares voting for the election of directors may elect all of the directors if
they choose to do so.
Reference is made to the Certificate of Incorporation, as amended, and
the Bylaws of ASP as well as to the applicable statutes of the State of Florida
for additional details on the rights, privileges, and liabilities of holders of
ASP's stock.
ASP made the following sales of unregistered common stock during the
year ended December 31, 1999. All denominations are in U.S. Dollars unless
otherwise noted.
<TABLE>
<CAPTION>
DATE
OF ISSUE TITLE PURCHASER SHARES SOLD CONSIDERATION EXEMPTION
-------- ----- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
3/26/99 Common Euroswiss Securities Limited 100,000 $20,000 Regulation D
3/26/99 Common Affaires Financieres S.A. 200,000 $40,000 Regulation D
3/26/99 Common Holger Timm 100,000 $20,000 Regulation D
3/26/99 Common Patrick Ramelet 100,000 $20,000 Regulation D
3/26/99 Common Cesare Bette 50,000 $10,000 Regulation D
3/26/99 Common Harpings Management Limited 100,000 $20,000 Regulation D
3/26/99 Common Rahn & Bodmer 100,000 $20,000 Regulation D
3/26/99 Common ValueInvest Ltd. 100,000 $20,000 Regulation D
3/26/99 Common Lilydale Finance Inc. 100,000 $20,000 Regulation D
3/26/99 Common Noble Trading Limited 100,000 $20,000 Regulation D
3/26/99 Common Ecorum Limited 100,000 $20,000 Regulation D
3/26/99 Common FEGU Finance Inc. 100,000 $20,000 Regulation D
3/26/99 Common Jean T. Nasrallah 50,000 $10,000 Regulation D
3/26/99 Common Alia Holding Co. 100,000 $20,000 Regulation D
3/26/99 Common Cayman Islands Securities Ltd. 100,000 $20,000 Regulation D
3/26/99 Common Adana Investments Limited 100,000 $20,000 Regulation D
3/26/99 Common Arendal Investments Limited 100,000 $20,000 Regulation D
3/26/99 Common Haliun Hongorzul 50,000 $10,000 Regulation D
3/26/99 Common MFC Merchant Bank S.A. 100,000 $20,000 Regulation D
3/26/99 Common Signature Financial Corp. 50,000 $10,000 Regulation D
3/26/99 Common First Capital Invest Corp. 100,000 $20,000 Regulation D
</TABLE>
ASP sold 2,000,000 shares of common stock with a total offering price of
$400,000 pursuant to its March 26, 1999 offering of common stock. The principal
underwriters for ASP's offering were MFC Merchant Bank S.A. and Patrick Ramelet.
ASP paid a total of $12,000 in underwriting commissions in connection with this
offering.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) PLAN OF OPERATION. ASP's plan of operation is to explore the
acquisition of viable operating companies. We anticipate that ASP can satisfy
its current cash requirements for a period of 6-8 months and do not anticipate
that we will have to raise additional funds in the next 2 months. If ASP
requires additional capital in order to acquire an operating company, we plan to
raise such additional funds through a private placement of common stock. We
will satisfy legal and accounting costs associated with filing reports under
the Exchange Act through ASP's cash reserves.
(b) FACTORS THAT COULD AFFECT OPERATING RESULTS
Forward Looking Statements. This Registration Statement on Form 10-SB
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 anticipate that ASP
can satisfy its current cash requirements for a period of 6-8 months. However,
the actual amounts and timing of ASP's future capital requirements may vary
significantly from management's estimates. ASP intends to evaluate strategic
alliances and acquisition opportunities on an ongoing basis as they may arise
and ASP may require additional financing if management elects to pursue any such
opportunities. 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 such strategic alliances or acquisition opportunities.
ASP Has a History of Losses and Cannot Be Certain to Achieve Positive
Cash Flow. For the year ended December 31, 1999, ASP had a net loss of $440,366.
In addition, ASP had an accumulated deficit of $447,866 as of December 31,
1999. ASP presently has no revenue producing operations.
Even if ASP acquires an 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,
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.
ITEM 7. FINANCIAL STATEMENTS
Information with respect to this item is contained in the consolidated
financial statements beginning on page F-1 of this Report. Such information is
incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Barry L. Friedman, P.C., 1582 Tulita Drive, Las Vegas, Nevada 89123,
reported upon ASP's financial statements for the period from inception (March
23,1989) through May 15,1999. On April 20, 1999, ASP engaged Deloitte & Touche
as auditors for ASP in anticipation of preparing this registration statement on
Form 10-SB. No principal accountant's report on ASP's financial statements for
either of the past two years has contained an adverse opinion, disclaimer of
opinion or modification of opinion. There have been no disagreements with
accountants as to any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The current directors and officers of ASP, who will serve until ASP's
next annual meeting, or until their successors are elected or appointed and
qualified, are as follows:
<TABLE>
<CAPTION>
NAME AGE YR. ELECTED OFFICE HELD
---- --- ----------- -----------
<S> <C> <C> <C>
Ross Wilmot 55 1999 President
G.W. Norman Wareham 46 1999 Treasurer and Secretary
</TABLE>
Ross Wilmot - Mr. Wilmot was appointed as a director and officer of ASP by
ASP's former sole director on April 20, 1999. Mr. Wilmot is a Chartered
Accountant. In addition, he serves in the following capacities of other
companies: (a) Vice-President, Finance and Director of Intacta Technologies
Inc. (from March 23, 1999 to present); (b) Director and Vice-President,
Finance of Multivision Communications Corp. (from August 1995 to present);
(c) Vice-President, Finance of CTF Technologies Inc. (from July 1996 to
present); (d) Vice-President, Finance (from June 1996 to present and Director
(February 1997 to present) of Botex Industries Corp.; (e) Secretary and
Director of Paloma Ventures Ltd. (from April 1996 to present); and (f)
Vice-President of Finance of Plata Minerals Corp. (from January 1995 to
present).
G.W. Norman Wareham - Mr. Wareham was appointed a director and officer of ASP
by ASP's former sole director on April 20, 1999. Mr. Wareham has served, or
is currently serving, on the board of directors or as an officer for several
companies including ZMAX Corporation, Quantum PowerCorp, Solar Energy,
Immumed International Ltd. and Cybernet Internet Services International,
Inc. Mr. Wareham has been the president of Wareham Management Ltd. since May
1996. Mr. Wareham has been a director of two Canadian public companies,
Anthian Resources and Orko Gold. From June 1995 to January 1996, Mr. Wareham
was an accountant with the certified general accounting firm of Wanzel,
Sigmund & Overes. From April 1993 to February 1995, Mr. Wareham served as
President and Chief Executive Officer of Transatlantic Financial, a private
investment banking company. From August 1986 to March 1993, Mr. Wareham was
a proprietor of Wareham & Company, providing accounting and management
consulting services.
(b) ASP has no other officers or employees.
(c) No family relationship exists among ASP's directors and executive
officers.
(d) No legal proceedings have been instituted in the previous five years
against ASP's directors and officers, Messrs. Wilmot and Wareham. ASP
has no knowledge of any legal proceedings against any predecessor
director, officer or promoter of ASP.
Compliance With Section 16(a) Of The Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and with the exchange on which the Company's securities are traded. Such
reporting persons are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms so filed.
The Company is not aware of any failure by an officer, director or
beneficial owner of more than 10% of the Company's common stock to file timely
with the Securities and Exchange Commission any Forms 3, 4 or 5 relating to the
fiscal year ended December 31, 1999.
ITEM 10. EXECUTIVE COMPENSATION
(a) GENERAL. ASP's officers and directors are paid based upon the fair market
value of the services they provide to ASP, as authorized by its board of
directors. No regular salary, bonus, stock option plan, stock appreciation
rights, stock incentive plan, or other compensation or perquisites have been
implemented by ASP. Amounts paid to the officers and directors are further
detailed in subsection (b) below.
(b) SUMMARY COMPENSATION TABLE. The following table sets forth certain
summary information concerning the compensation paid to the President,
Treasurer-Secretary, and former officers and directors since January 1, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION FISCAL SALARY BONUS OTHER COMPENSATION
--------------------------- ------ ------ ----- ------------------
YEAR PAID
---------
<S> <C> <C> <C> <C>
Ross Wilmot, President and Director 1999 0 0 $12,500*
G.W. Norman Wareham, Secretary,Treasurer and Director 1999 0 0 $27,995*
</TABLE>
* This amount represents a management fee paid to the President and
Treasurer-Secretary by ASP pursuant to a fee-for-time arrangement in
consideration for services rendered. Mr. Wilmot billed $2500 for each of
April, May, June, July and August, 1999. Mr. Wareham billed $2,675 for each
of April, May, June, July, August, September, October, November and
December 1999, and received other fees of 3,920.
(c) OPTION/SAR GRANTS. ASP has not granted any options or stock appreciation
rights during the last fiscal year.
(d) AGGREGATE OPTION/SAR EXERCISES. No stock options or stock appreciation
rights have been exercised in the last fiscal year.
(e) LONG TERM INCENTIVE PLAN AWARDS. No long term incentive plans have been
awarded by ASP.
(f) COMPENSATION OF DIRECTORS. ASP's directors are compensated based upon the
fair market value of the services provided by such director to ASP, as approved
by the board of directors from time to time. All compensation paid to the
directors during the last fiscal year is detailed in subsection (b) above.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. ASP entered into a
fee-for-time employment arrangement with its President and director, Mr. Ross
Wilmot, whereby Mr. Wilmot is entitled to receive up to $2,500 per month in
consideration for services rendered. Mr. Wilmot's fee arrangement can be
terminated at any time by ASP without cause. Effective August 31, 1999, Mr.
Wilmot elected to forego further payments under this arrangement for an
indefinite period of time so that ASP can devote its cash resources to its
business operations. Mr. Wilmot's fee will accrue on a monthly basis from
September 1, 1999.
ASP entered into a fee-for-time arrangement with its Treasurer-Secretary
and director, Mr. Norman Wareham, whereby Mr. Wareham is entitled to receive
up to $2,675 per month in consideration for services rendered. Mr. Wareham's
fee arrangement can be terminated at any time by ASP without cause.
No compensation plans or arrangements exist which provide for compensation in
the event of a termination or resignation of ASP's officers.
(h) REPORT ON REPRICING OF OPTIONS/SARs. ASP has not granted any options or
stock appreciation rights.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table
provides information regarding beneficial owners of at least five percent
of the outstanding common stock of ASP.
<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED
TITLE OF CLASS NAME AND ADDRESS AS OF DECEMBER 31, 1999 % OF CLASS
- -------------- ---------------- --------------------- ----------
<S> <C> <C> <C>
Common Terra Healthy Living Ltd. 300,000 10.00
Pasea Estate
P.O. Box 958
Road Town, Tortola
British Virgin Islands
Common Triple Tree Venture 300,000 10.00
CIBC House
Rue du Pre 2-3 St. Pete
Guernsey, Channel Islands GY1 3
Common VTZ 300,000 10.00
P.O. Box 6139
CH-8023 Zurich
Switzerland
</TABLE>
No options, warrants, rights, conversion privileges or similar obligations exist
which provide the above shareholders, or any other persons, with the right to
acquire additional shares within 60 days.
(b) ASP's directors and officers do not own any shares of its common stock.
(c) No arrangements presently exist which would result in a change in control
of ASP.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From February 1, 1999 to March 31, 1999, ASP paid Mr. Wareham $5,350 for
consulting services rendered to ASP prior to Mr. Wareham becoming an officer and
director of the company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Required by Item 601
<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, No. 000-28589, and incorporated
herein by reference).
3.2 Articles of Amendment to Airsupport Services Corp., filed
May 15, 1998 (filed as Exhibit 3.2 to ASP's Form 10SB12G filed
as of December 21, 1999, No. 000-28589, and incorporated
herein by reference).
3.3 Bylaws of ASP Ventures Corp (filed as Exhibit 3.3 to ASP's
Form 10SB12G filed as of December 21, 1999, No. 000-28589, and
incorporated herein by reference).
10.1 Memorandum of Agreement dated June 5, 1999, between ASP
Ventures Corp., Felco Holding Zug AG and others, regarding
the acquisition of Felco by ASP (filed as Exhibit 10.1 to
ASP's Form 10SB12G filed as of December 21, 1999, No.
000-28589, and incorporated herein by reference).
27.1 Financial Data Schedule (filed herewith).
</TABLE>
(b) The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1999.
<PAGE> 5
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASP VENTURES CORP.
Date: April 13, 2000 By: /s/ Ross Wilmot
Ross Wilmot, President
In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------- ---------------------------------- ----------------
<S> <C> <C>
/s/ Ross Wilmot President and Director April 13, 2000
Ross Wilmot
/s/ G.W. Norman Wareham Secretary, Treasurer and Director April 13, 2000
G.W. Norman Wareham
</TABLE>
<PAGE> 6
ASP VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
Index to Financial Statements
<TABLE>
<CAPTION>
<S> <C>
Audited Financial Statements as of December 31, 1999, including
independent auditor's report, audited balance sheet, and audited
statements of loss and deficit and cash flows...................
</TABLE>
<PAGE> 7
ASP VENTURES CORP.
BALANCE SHEET
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 7,754 $ -
- ---------------------------------------------------------------------------------------------------------
Total assets $ 7,754 $ -
=========================================================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 62,620 $ 2,500
- ---------------------------------------------------------------------------------------------------------
Total liabilities 62,620 2,500
- ---------------------------------------------------------------------------------------------------------
DEFICIENCY IN SHAREHOLDERS' EQUITY
Share capital (Note 3) 3,000 1,000
Additional paid in capital (Note 3) 390,000 4,000
Deficit (447,866) (7,500)
- ---------------------------------------------------------------------------------------------------------
Total deficiency in shareholders' equity (54,866) (2,500)
- ---------------------------------------------------------------------------------------------------------
Total liabilities and deficiency in shareholders' equity $ 7,754 $ -
=========================================================================================================
GOING CONCERN (Note 1)
APPROVED BY THE BOARD
..............................................Director
..............................................Director
</TABLE>
<PAGE> 8
ASP VENTURES CORP.
STATEMENT OF LOSS AND DEFICIT
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------
1999 1998 1997
----------- ---------- -----------
<S> <C> <C> <C>
REVENUE
Interest $ 4,064 $ - $ -
- -----------------------------------------------------------------------------------------------------
EXPENSES
Accounting 5,907 2,500 -
Bank charges 997 - -
Consulting 125,894 - -
Courier 49 - -
Entertainment 3,875 - -
Filing fees 2,454 - -
Legal 104,488 - -
Office 1,849 - -
Management fees 50,495 - -
Provision for bad debt 132,231 - -
Rent 8,739 - -
Transfer agency 1,030 - -
Travel 6,422 - -
- -----------------------------------------------------------------------------------------------------
444,430 2,500 -
- -----------------------------------------------------------------------------------------------------
NET LOSS (440,366) (2,500) -
DEFICIT, BEGINNING OF YEAR (7,500) (5,000) (5,000)
- -----------------------------------------------------------------------------------------------------
DEFICIT, END OF YEAR (447,866) (7,500) (5,000)
=====================================================================================================
BASIC LOSS PER SHARE $ (0.16) $ (0.00) $ (0.00)
=====================================================================================================
Weighted average number of shares outstanding 2,669,726 1,000,000 5,000
=====================================================================================================
</TABLE>
<PAGE> 9
ASP VENTURES CORP.
STATEMENT OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998 1997
---------- ---------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income for the year $(440,366) $ (2,500) $ -
Change in non-cash operating working capital items
Accounts payable and accrued liabilities 60,120 2,500 -
- ------------------------------------------------------------------------------------------------
Total operating activities (380,246) - -
- ------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Capital stock issued 400,000 - -
Financing fees (12,000) - -
- ------------------------------------------------------------------------------------------------
Total financing activities 388,000 - -
- ------------------------------------------------------------------------------------------------
INCREASE IN CASH 7,754 - -
CASH POSITION, BEGINNING OF PERIOD - - -
- ------------------------------------------------------------------------------------------------
CASH POSITION, END OF PERIOD $ 7,754 $ - $ -
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest received $ 4,064 $ - $ -
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 10
Auditors' Report and Financial Statements of
ASP VENTURES CORP.
December 31, 1999
<PAGE> 11
AUDITORS' REPORT
To the Shareholders of
ASP Ventures Corp.
We have audited the balance sheets of ASP Ventures Corp. as at December 31, 1999
and 1998 and the statements of loss and deficit and cash flows for each of the
years in the three year period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in Canada. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1999 and 1998
and the results of its operations and its cash flows for the years then ended in
accordance with accounting principles generally accepted in Canada.
(SIGNED) DELOITTE & TOUCHE, LLP
Chartered Accountants
Vancouver, British Columbia
April 6, 2000
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
- - UNITED STATES REPORTING DIFFERENCES
In the United States, reporting standards for auditors would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by a significant uncertainty such as referred
to in Note 1 regarding the Company's ability to continue as a going concern. Our
report to the shareholders dated April 6, 2000 is expressed in accordance with
Canadian reporting standards which do not permit a reference to such
uncertainties in the auditors' report when the uncertainties are adequately
disclosed in the financial statements.
(SIGNED) DELOITTE & TOUCHE, LLP
Chartered Accountants
Vancouver, British Columbia
April 6, 2000
<PAGE> 12
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
(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 $447,866
and has a working capital deficiency of $54,866. 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
accounting principles generally accepted in Canada which, in the case of
the Company, in respect of these financial statements do not differ
materially from accounting principles generally accepted in the United
States (See Note 7).
(a) Loss per common share
The loss per common share is calculated based on the weighted
average number of shares outstanding during the period.
(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 may 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, at
the date of purchase, of ninety days or less.
<PAGE> 13
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
(EXPRESSED IN UNITED STATES DOLLARS)
3. 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, 1995, 1996, 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 of shares (Note 3(c)) 995,000 995 (995) -
- ---------------------------------------------------------------------------------------
Balance, December 31, 1998 1,000,000 1,000 4,000 5,000
Private placement 2,000,000 2,000 386,000 388,000
- ---------------------------------------------------------------------------------------
Balance, 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, 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.
4. RELATED PARTY TRANSACTIONS
Management fee paid or payable to directors amounted to $50,495, of
which $10,000 is included in accrued liabilities.
5. COMMITMENT
The Company is party to a consulting services agreement requiring
payments in the year ending December 31, 2000 aggregating US$10,000.
<PAGE> 14
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
(EXPRESSED IN UNITED STATES DOLLARS)
6. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. Although the change in
date has occurred, it is not possible to conclude that all aspects of
the Year 2000 Issue that may affect the Company, including those related
to customers, suppliers or third parties, have been fully resolved.
7. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") in Canada which differ
in certain respects from GAAP in the United States. There are no
material differences between Canadian and United States GAAP affecting
the Company's financial statements.
Recent Pronouncement
In June 1998 the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities",
which standardizes the accounting for derivative instruments. SFAS No.
133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company is currently assessing the impact of
SFAS No. 133 on the Company's financial statements and has not yet
determined the effect, if any, on its financial position and results of
operations. SFAS No. 137 defers the date of implementation to June 15,
2000.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 7,754
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,754
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,754
<CURRENT-LIABILITIES> (62,620)
<BONDS> 0
0
0
<COMMON> (393,000)
<OTHER-SE> 447,866
<TOTAL-LIABILITY-AND-EQUITY> (7,754)
<SALES> 0
<TOTAL-REVENUES> (4,064)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 444,430
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (440,366)
<INCOME-TAX> 0
<INCOME-CONTINUING> (440,366)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (440,366)
<EPS-BASIC> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
