Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 000-21477
ASPI, INC.
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(Exact name of registrant as specified in its charter)
Delaware 27-0514566
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(State of Incorporation) (IRS Employer ID Number)
7609 Ralston Road, Arvada, CO 80002
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(Address of principal executive offices)
303-422-8127
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(Registrant's Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 for Regulation S-T (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of February 13, 2010, there were 3,879,655 shares of the registrant's common
stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
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Balance Sheets - December 31, 2009 and June 30, 2009 (Audited) 1
Statements of Operations -
For Three and Six Months Ended December 31, 2009 and 2008 2
Statements of Changes in Shareholders' Deficit -
For the Six Months Ended December 31, 2009 3
Statements of Cash Flows -
For the Six months ended December 31, 2009 and 2008 4
Notes to the Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable 3
Item 4. Controls and Procedures 3
Item 4T. Controls and Procedures 4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 4
Item 1A. Risk Factors - Not Applicable 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 5
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 5
Item 5. Other Information - Not Applicable 5
Item 6. Exhibits 5
SIGNATURES 6
PART I
ITEM 1. FINANCIAL STATEMENTS
ASPI, INC.
BALANCE SHEETS
December 31, June 30,
2009 2009
(Unaudited) (Audited)
---------------------------------
ASSETS
Current Assets
Cash & Cash Equivalents $ - $ -
Prepaid Expenses and Other Current Assets 100 100
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Total Current Assets 100 100
---------------------------------
TOTAL ASSETS $ 100 $ 100
=================================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 2,996 -
---------------------------------
Total Current Liabilities 2,996 -
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY
Preferred Stock, $0.01 par value: 25,000,000 shares authorized, no shares - -
issued and outstanding.
Common Stock, $0.01 par value: 100,000,000 shares authorized 222,756 222,756
3,879,655 and 1,314,038 shares issued and outstanding, respectively
Additional Paid In Capital 85,188,312 85,188,312
Accumulated Deficit (85,413,964) (85,410,968)
---------------------------------
Total Stockholders' Equity (2,896) 100
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 100 $ 100
=================================
See accompanying Notes to Consolidated Financial Statements.
1
ASPI, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Six Months Ended
December 31, December 31, December 31, December 31,
2009 2008 2009 2008
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OPERATING EXPENSES
General and Administrative $ 2,996 $ 23,366 $ 2,996 $ 72,336
gain on Statute Barred Liabilities - (3,399,505) - (3,399,505)
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Total Operating (Income) Expenses 2,996 (3,376,139) 2,996 (3,327,169)
OPERATING PROFIT (2,996) 3,376,139 (2,996) 3,327,169
Interest and Other Income (Expenses) Net - (7,468) - (14,585)
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Profit before Income Taxes (2,996) 3,368,671 (2,996) 3,312,584
Provision for Income Taxes - - - -
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NET INCOME (LOSS) $ (2,996)$ 3,368,671 $ (2,996)$ 3,312,584
=================================================================================
NET INCOME (LOSS) PER SHARE
Basic & Diluted $ - $ 2.56 $ - 2.52
=================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic & Diluted 3,879,655 1,314,038 3,879,655 1,314,038
=================================================================================
See accompanying Notes to Consolidated Financial Statements.
2
ASPI, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2009
(UNAUDITED)
Common Stock Additional Accumulated
Paid - in Accumulated Comprehensive Comprehensive
Shares Amount Capital Deficit Income Income Total
# $ $ $ $ $ $
------------- --------- ------------- --------------- ------------ ------------ -----------
Balance, July 1, 2009 3,879,655 222,756 85,188,312 (85,482,836) 71,867 5,813,638 100
Net & Comprehensive Income - - - (2,996) - (2,996) (2,996)
============
------------- --------- ------------- --------------- ------------ -----------
Balance, December 31, 2009 3,879,655 $ 222,756 $ 85,188,312 $ (85,485,832) $ 71,867 $ (2,896)
============= ========= ============= =============== ============ ===========
See accompanying Notes to the Financial Statements.
3
ASPI, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENEDED DECEMBER 31, 2009 AND 2008
(UNAUDITED)
December 31, December 31,
2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS) $ (2,996)$ 3,312,584
ADJUSTMENTS TO RECONCILE NET PROFIT TO NET CASH
USED IN OPERATING ACTIVITIES
Gain on Statute barred Liabilities - (3,399,505)
CHANGES IN OPERATING ASSETS & LIABILITIES
Increase in Accounts Payable 2,996 73,066
(Decrease) in Accrued Expenses - (20,415)
-
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Total Cash Flow used in Operating Activities - (34,270)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances under Notes Payable - 34,255
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Total Cash Flow provided by Financing Activities - 34,255
DECREASE IN CASH & CASH EQUIVALENTS $ - $ (15)
===================================
Cash and Cash Equivalents at the beginning of the period $ - $ 15
===================================
Cash and Cash Equivalents at the end of the period $ - $ -
===================================
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
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Cash paid for income tax $ - $ -
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See accompanying Notes to Financial Statements.
4
ASPI, INC.
Notes to the Financial Statements
For the Six Months Ended December 31, 2009 and 2008
NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Business
ASPI, Inc. was incorporated in the State of Delaware in September 2008, as a
wholly owned subsidiary company of Aspeon, Inc. Aspeon, Inc. was a publicly
quoted shell company with no cash on hand, $1,000 of assets, no operating
business or other source of income, outstanding liabilities of $2,520,800 and a
stockholders' deficit of $2,519,808.
Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the Reorganization") filed with the Secretary of State
of Delaware:
- ASPI, Inc. acquired 100% of the issued share capital of Aspeon, Inc.
in a share for share exchange of ASPI, Inc. shares for Aspeon, Inc.
shares with Aspeon, Inc.'s existing shareholders, and
- Aspeon, Inc. merged with a one of its former subsidiary companies,
A08, Inc.
As a result of the Reorganization, shareholders in publicly quoted Aspeon, Inc.
became shareholders in the publicly quoted ASPI, Inc., Aspeon, Inc. ceased to
exist as an independent legal entity following its merger with A08, Inc., A08,
Inc. became a subsidiary company of ASPI, Inc. with A08, Inc. owning the
subsidiary companies formerly owned by Aspeon, Inc.
The Reorganization has been accounted for so as to reflect the fact that both
Aspeon, Inc. and ASPI, Inc. were under common control at the date of the
Reorganization, similar to a reverse acquisition of Aspeon, Inc. and its
subsidiary companies by ASPI, Inc.
During the three months ended December 31, 2009, the Company incorporated a
subsidiary, Mega Action Limited, a BVI corporation (the "Subsidiary"). Two of
the Company's directors, Yuen Ling Look and Siu Lun Tong, will act as directors
of the new Subsidiary.
In consideration of $1.00, Mega Action Limited issued the Company one share of
Mega Action Limited ("Mega Action"). Mega Action is authorized to issue up to
50,000 shares of a single class each with a par value of $1.00. There is only
one share of Mega Action share issued and outstanding. Mega Action is a wholly
owned Subsidiary of the Company. Mega Action will operate as the eastern
operations management division of the Company.
During the quarter ended December 31, 2009, Mega Action did not have any
operational activity.
Basis of Presentation
Interim Presentation
In the opinion of the management of the Company, the accompanying unaudited
financial statements include all material adjustments, including all normal and
recurring adjustments, considered necessary to present fairly the financial
position and operating results of the Company for the periods presented. The
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financial statements and notes do not contain certain information included in
the Company's financial statements for the year ended June 30, 2009. It is the
Company's opinion that when the interim financial statements are read in
conjunction with the June 30, 2009 Audited Financial Statements, the disclosures
are adequate to make the information presented not misleading. Interim results
are not necessarily indicative of results for a full year or any future period.
Going Concern
The Company's financial statements for the six months ended December 31, 2009
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. The Company reported an accumulated deficit of $85,413,964 as of
December 31, 2009. The Company did not recognize revenues from its activities
during the six months ended December 31, 2009. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America 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 periods. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.
Revenue Recognition
The Company recognizes revenue when it is earned and expenses are recognized
when they occur.
Fair Value of Financial Instruments
The carrying amount of cash, accounts payable and notes payable is considered to
be representative of its fair value because of the short-term nature of this
financial instrument.
Stock-Based Compensation
Beginning January 1, 2006, the Company adopted the provisions of and accounts
for stock-based compensation using an estimate of value in accordance with the
fair value method. Under the fair value recognition provisions of this
statement, stock-based compensation cost is measured at the grant date based on
the fair value of the award and is recognized as expense on a straight-line
basis over the requisite service period, which generally is the vesting period.
The Company elected the modified-prospective method, under which prior periods
are not revised for comparative purposes. The valuation method applies to new
grants and to grants that were outstanding as of the effective date and are
subsequently modified.
6
Other Comprehensive Income
The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.
Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Codification ("ASC") 105, "Generally Accepted Accounting
Principals" (formerly Statement of Financial Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual periods ending after September 15, 2009. We adopted the
provisions of the standard on September 30, 2009, which did not have a material
impact on our financial statements.
There were various other accounting standards and interpretations issued in
2009, none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.
NOTE 2 - PREPAID EXPENSES
Following the sale of all of our subsidiary companies, effective June 30, 2009,
our only asset is a $100 receivable in respect of the sale proceeds for the sale
of the subsidiary companies.
NOTE 3 - STOCKHOLDERS' EQUITY
The authorized capital stock of the Company is 100,000,000 shares of common
stock with a $0.01 par value and 25,000,000 shares of preferred stock with a par
value of $0.01 per share. At December 31, 2009, the Company had 3,879,655 shares
of its common stock issued and outstanding.
During the six months ended December 31, 2009, the Company did not issue any
shares of its common stock.
NOTE 4 - SUBSEQUENT EVENTS
The Company has evaluated it activities subsequent to the quarter ended December
31, 2009 and found no other reportable subsequent events.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The independent registered public accounting firm's report on the Company's
financial statements as of June 30, 2009, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
PLAN OF OPERATIONS
ASPI, Inc. was incorporated in the State of Delaware in September 2008, as a
wholly owned subsidiary company of Aspeon, Inc. Aspeon, Inc. was a publicly
quoted shell company with no cash on hand, $1,000 of assets, no operating
business or other source of income, outstanding liabilities of $2,520,800 and a
stockholders' deficit of $2,519,808.
Effective May 21, 2009, under an Agreement and Plan of Merger and Reorganization
into a Holding Company ("the Reorganization") filed with the Secretary of State
of Delaware:
- ASPI, Inc. acquired 100% of the issued share capital of Aspeon, Inc.
in a share for share exchange of ASPI, Inc. shares for Aspeon, Inc.
shares with Aspeon, Inc.'s existing shareholders, and
- Aspeon, Inc. merged with a one of its former subsidiary companies,
A08, Inc.
As a result of the Reorganization, shareholders in publicly quoted Aspeon, Inc.
became shareholders in the publicly quoted ASPI, Inc., Aspeon, Inc. ceased to
exist as an independent legal entity following its merger with A08, Inc., A08,
Inc. became a subsidiary company of ASPI, Inc. with A08, Inc. owning the
subsidiary companies formerly owned by Aspeon, Inc.
On June 26, 2009, Mr. David Cutler, a then officer and director of the Company,
and an entity controlled by Mr. Cutler, sold 3,108,000 shares of ASPI common
stock held by him and the entity, which constituted 81% of the outstanding
shares of ASPI, to Top Growth Holdings Group, Inc., a British Virgin Island
corporation beneficially owned by Ms. Jeanne Look.
On October 29, 2009, Mr. Cutler, Ms. Kampmann, and Mr. Green resigned as
directors of the Company. Look Yuen Ling, Tong Siu Lun, Yeung Siu Fong Kelly
were appointed to the Board of Directors at that time.
1
On October 29, 2009, Mr. Cutler resigned as the sole officer of the Company. On
October 29, 2009, Look Yuen Ling was appointed the President, Chief Executive
Officer and Chief Financial Officer of the Company.
During the three months ended December 31, 2009, the Company incorporated a
subsidiary, Mega Action Limited, a BVI corporation (the "Subsidiary"). Two of
the Company's directors, Yuen Ling Look and Siu Lun Tong, will act as directors
of the new Subsidiary.
In consideration of $1.00, Mega Action Limited issued the Company one share of
Mega Action Limited ("Mega Action"). Mega Action is authorized to issue up to
50,000 shares of a single class each with a par value of $1.00. There is only
one share of Mega Action share issued and outstanding. Mega Action is a wholly
owned Subsidiary of the Company. Mega Action will operate as the eastern
operations management division of the Company.
During the quarter ended December 31, 2009, Mega Action did not have any
operational activity.
We intend to seek private merger candidates to acquire in a reverse merger.
There is no assurance that any such business will be located or that any
stockholder will realize any return on their shares after such a transaction.
Any merger or acquisition completed by us can be expected to have a significant
dilutive effect on the percentage of shares held by our current stockholders. We
believe we are an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability, we will continue to be
at a significant competitive disadvantage compared to our competitors.
The independent registered public accounting firm's report on the Company's
financial statements as of June 30, 2009, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
RESULTS OF OPERATIONS
For the Three Months Ended December 31, 2009 Compared to the Three Months Ended
December 31, 2008
During the three months ended December 31, 2009 and 2008, we did not recognize
any revenues from our operations.
During the three months ended December 31, 2009, we incurred general and
administrative expenses of $2,996. During the three months ended December 31,
2008, we incurred a general and administrative expense of $23,366. The decrease
of $20,370 was a result of reorganization efforts and a decrease in our
administrative activities.
During the three months ended December 31, 2009, we incurred a net loss of
$2,996. During the three months ended December 31, 2008, we incurred a net
income of $3,368,671, as a result of the recognition of a gain of $3,399,505 in
statute barred liabilities.
For the Six Months Ended December 31, 2009 Compared to the Six Months Ended
December 31, 2008
During the six months ended December 31, 2009 and 2008, we did not recognize any
revenues from our operations.
2
During the six months ended December 31, 2009, we incurred general and
administrative expenses of $2,996. During the six months ended December 31,
2008, we incurred a general and administrative expense of $72,336. The decrease
of $69,340 was a result of reorganization efforts and a decrease in our
administrative activities.
During the six months ended December 31, 2009, we incurred a net loss of $2,996.
During the six months ended December 31, 2008, we incurred a net income of
$3,312,584, as a result of the recognition of a gain of $3,399,505 in statute
barred liabilities.
During the six months ended December 31, 2008, outstanding liabilities, which
had been incurred more than six years ago, were statute barred under the state
laws of Massachusetts and we recognized a gain on these statute barred
liabilities of $3,399,505.
LIQUIDITY
We have no cash or other liquid assets at December 31, 2009, and we will be
reliant upon shareholder loans or private placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.
During the six months ended December, 2009, we did not use or receive funds from
our operational, investment or financial activities.
During the six months ended December 31, 2008, we used funds of $34,270 in our
operational activities. During the six months ended December 31, 2008, we
recognized a net income of $3,312,584, which was adjusted for the non-cash item
of a gain of $3,399,505 on statute barred liabilities.
During the six months ended December 31, 2008, outstanding liabilities, which
had been incurred more than six years ago, were statute barred under the state
laws of Massachusetts and we recognized a gain on these statute barred
liabilities of $3,399,505.
During the six months ended December 31, 2008, received $34,255 from our
financing activities consisting of advances under an existing note payable, at
the time.
Short Term
On a short-term basis, we do not generate any revenue or revenues sufficient to
cover operations. Based on prior history, we will continue to have insufficient
revenue to satisfy current and recurring liabilities as it seeks explore. For
short term needs we will be dependent on receipt, if any, of offering proceeds.
Our assets were $100 and liabilities were $2,996 as of December 31, 2009.
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year,
however if operations are commenced, substantial capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.
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No commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow it to cover our expenses as they may be
incurred.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an
evaluation under the supervision and with the participation of our management,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period
covered by this report. Based on the foregoing evaluation, our Chief Executive
Officer has concluded that our disclosure controls and procedures are effective
in timely alerting them to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer, to allow timely decisions regarding
required disclosure as a result of the deficiency in our internal control over
financial reporting discussed below.
ITEM 4T. CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our
assets;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation
(iii)provide reasonable assurance regarding prevention or timely detection
of unauthorized
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Management's assessment of the effectiveness of the Company's internal control
over financial reporting is as of the quarter ended September 30, 2009. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current operations and any risks or errors in financial reporting under
current operations.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
This quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended December 31, 2009, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. CHANGES IN SECURITIES
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
5
Exhibit 31.1 Certification of Chief Executive and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ASPI, INC.
(Registrant)
Dated: February 16, 2010 By: /s/ Look Yuen Ling
-------------------
Look Yuen Ling
President, Chief Executive Officer and
Chief Financial Officer
7
