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 September 30, 2011
[ ] 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 [X] 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 [ ] No [ X ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of October 28, 2011, there were 73,879,655 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 - September 30, 2011 and June 30, 2011 (Audited) F-1
Statements of Operations -
For Three Months Ended September 30, 2011 and 2010 F-2
Statements of Cash Flows -
For the Three Months Ended September 30, 2011 and 2010 F-3
Notes to the Financial Statements F-4
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
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. Removed and Reserved 5
Item 5. Other Information - Not Applicable 5
Item 6. Exhibits 5
SIGNATURES 6
PART I
ITEM 1. FINANCIAL STATEMENTS
ASPI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, June 30,
2011 2011
(Unaudited) (Audited)
--------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 8,049 $ 26,506
Prepaid expenses and other current assets 46,087 50,813
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Total current assets 54,136 77,319
Property and equipment, net of $158,500 and $136,756
accumulated depreciation, respectively 207,422 229,709
--------------------------------
--------------------------------
Total assets $ 261,558 $ 307,028
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LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable 58,100 34,693
Accrued liabilities 259,447 263,378
Prepayments, clients 46,655 50,121
Advances, related parties 382,252 355,406
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Total current liabilities 746,454 703,598
Total liabilities 746,454 703,598
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Stockholders' deficit
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 738,797 738,797
73,879,655 shares issued and outstanding, respectively
Other comprehensive income 5,973 2,268
Accumulated deficit (1,229,666) (1,137,635)
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Total stockholders' deficit (484,896) (396,570)
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Total liabilities and stockholders' deficit $ 261,558 $ 307,028
================================
See accompanying notes to consolidated financial statements.
F-1
ASPI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(UNAUDITED)
September 30,
2011 2010
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Revenue $ 87,572 $ 32,245
Cost of revenue 15,515 19,018
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Gross profit 72,057 13,227
Operating expenses
General and administrative 142,914 104,680
Depreciation 21,944 21,556
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Total operating (income) expenses 164,858 126,236
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Loss from operations (92,801) (113,009)
Other income (expense)
Interest and other income 770 -
Interest expense - (1)
---------------------------------
Total other income (expense) 770 (1)
---------------------------------
Net loss $ (92,031) $ (113,010)
=================================
Other comprehensive income (loss)
Foreign currency translation adjustment 3,705 (1,451)
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Total comprehensive loss $ (88,326) $ (114,461)
=================================
Loss per common share- basic:
Net loss $ (0.00) $ (0.00)
=================================
Weighted average common shares outstanding:
Basic 73,879,655 73,879,655
=================================
See accompanying notes to consolidated financial statements.
F-2
ASPI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(UNAUDITED)
September 30,
2011 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (92,031) $ (113,010)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 21,944 21,556
Changes in operating assets and liabilities:
Prepaid expenses, trade, and deposits 4,625 7,846
Accounts payable and accrued liabilities 22,900 14,267
Prepayments from clients (3,465) 22,695
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Total cash flow used in operating activities (46,027) (46,646)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of assets - (1,727)
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Total cash flow used in investing activities - (1,727)
CASH FLOW FROM FINANCING ACTIVITIES
Advances from officers and directors 26,847 37,487
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Total cash flow provided by financing activities 26,847 37,487
Effect of exchange rate changes on cash 723 (973)
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NET CHANGE IN CASH (18,457) (11,859)
CASH AT BEGINNING OF PERIOD 26,506 36,468
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CASH AT END OF PERIOD $ 8,049 $ 24,609
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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 consolidated financial statements.
F-4
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include the accounts of ASPI,
Inc, a Delaware corporation, its wholly-owned subsidiaries, Mega Action Limited
("Mega"), a British Virgin Island Corporation, and Prestige Prime Office,
Limited (Prestige), a Hong Kong Special Administrative Region Corporation
(collectively referred to as the "Company"). All significant intercompany
accounts and transactions have been eliminated in consolidation.
Interim Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for financial
information and with the instructions to Form 10-Q. They do not include all
information and footnotes required by United States generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there have been no material changes in the information
disclosed in the notes to the financial statements for the year ended June 30,
2011 included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The unaudited consolidated financial
statements should be read in conjunction with those financial statements
included in the Form 10-K. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the three months
ended September 30, 2011 are not necessarily indicative of the results that may
be expected for the year ending June 30, 2012.
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.
The Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At September 30, 2011 and June 30,
2011, the balance did not exceed the federally insured limit.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received upon sale of an asset
or paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in the principal or most advantageous
F-5
market for that asset or liability. The fair value should be calculated based on
assumptions that market participants would use in pricing the asset or
liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk
including our own credit risk.
In addition to defining fair value, the standard expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of the three levels which
is determined by the lowest level input that is significant to the fair value
measurement in its entirety. These levels are:
Level 1 - inputs are based upon unadjusted quoted prices for identical
instruments traded in active markets.
Level 2 - inputs are based upon significant observable inputs other
than quoted prices included in Level 1, such as quoted prices for
identical or similar instruments in markets that are not active, and
model-based valuation techniques for which all significant assumptions
are observable in the market or can be corroborated by observable
market data for substantially the full term of the assets or
liabilities.
Level 3 - inputs are generally unobservable and typically reflect
management's estimates of assumptions that market participants would
use in pricing the asset or liability. The fair values are therefore
determined using model-based techniques that include option pricing
models, discounted cash flow models, and similar techniques.
The carrying value of the Company's financial assets and liabilities which
consist of cash, accounts payable and advances from related parties in
management's opinion approximate their fair value due to the short maturity of
such instruments. These financial assets and liabilities are valued using level
3 inputs, except for cash which is at level 1. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
exchange or credit risks arising from these financial instruments.
Net Loss per Common Share
Basic net loss per common share is calculated by dividing total comprehensive
loss applicable to common shares by the weighted average number of common and
common equivalent shares outstanding during the period. For the years ended June
30, 2011 and 2010, there were no potential common equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive.
Other Comprehensive Income (Loss)
The Company recognizes unrealized gains and loss on the Company's foreign
currency translation adjustments as components of other comprehensive income
(loss).
Recent Accounting Pronouncements
There were various other accounting standards and interpretations issued in
2011, none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.
F-6
NOTE 2 - GOING CONCERN
The Company's financial statements for the three months ended September 30, 2011
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 a net loss of $92,031 for the three months
ended September 30, 2011 and an accumulated deficit of $1,229,666 at September
30, 2011. At September 30, 2011, the Company had total current assets of $54,136
and total liabilities, all current of $746,454 for a working capital deficit of
$692,318.
The Company's ability to continue as a going concern may be dependent on the
success of management's plan discussed below. The financial statements do not
include any adjustments relating to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
To the extent the Company's operations are not sufficient to fund the Company's
capital requirements, the Company may attempt to enter into a revolving loan
agreement with financial institutions or attempt to raise capital through the
sale of additional capital stock or through the issuance of debt. At the present
time, the Company does not have a revolving loan agreement with any financial
institution nor can the Company provide any assurance that it will be able to
enter into any such agreement in the future or be able to raise funds through
the further issuance of debt or equity in the Company.
During the 2011 fiscal year, the Company intends to continue its efforts in
growing its office service operations.
NOTE 3 - PROPERTY AND EQUIPMENT
At September 30, 2011 and June 30, 2011, Property and Equipment consisted of:
September 30, June 30,
2011 2011
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Furniture and Fixtures $ 256,431 $ 256,811
Office Equipment 92,987 93,126
Computer Equipment 16,504 16,528
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365,922 366,465
Accumulated Depreciation (136,756)
(158,500)
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Total $ 207,422 $ 229,709
==================== =====================
Property and equipment held by Prestige have an original cost basis valued in
Hong Kong Dollars. The change in value is a result of foreign currency exchange
differences.
NOTE 4 - ADVANCES, RELATED PARTIES
During the years ended June 30, 2011 and 2010, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority shareholder of the Company, has advanced funds of
$179,884 and $163,745, respectively, to support the operations of Prestige.
During the three months ended September 30, 2011, Mr. Yeung Cheuk Hung advanced
an additional $19,288. At September 30, 2011, the Company owes him $362,916.
Such funds are due on demand.
During the year ended June 30, 2011 and 2010, Ms. Look, an officer and director
of the Company and the manager of Mega, advanced funds of $7,710 and $321,
respectively to Mega to support operations. During the three months ended
F-7
September 30, 2011, Ms. Look advanced an additional $7,559. At September 30,
2011, Ms. Look is owed $15,590. Such funds are due on demand.
During the year ended June 30, 2010 and 2010, Top Growth Holdings Group, Inc, an
affiliate and entity of which Ms. Look, an officer and director of the Company,
advanced $750 and $2,996, respectively to the Company. At September 30, 2011,
Top Growth Holdings Group, Inc. is owed $3,746. Such funds are due on demand.
NOTE 5 - PREPAYMENTS, CLIENTS
Clients pay a deposit on the Company's provided services upon entering into a
lease agreement with the Company. Such deposits are recognized by the Company
not only as deposits, but as a corresponding liability. At September 30, 2011
and June 30, 2011, the Company had $46,655 and $50,121, respectively in
prepayment liabilities.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Prestige operates from Silvercord, No. 30 Canton Road, Tsimshatsui, which is a
premier commercial building in Hong Kong. The center is located on one floor and
occupies approximately 5,000 square feet. We pay an annual rental rate of
$213,780. The Company's minimum annual rent rate is:
Fiscal Year Ended
June 30, Annual Rent
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2012 $195,965
NOTE 7 - STOCKHOLDERS' DEFICIT
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 September 30, 2011, the Company had 73,879,655
shares of its common stock issued and outstanding.
During the three months end September 30, 2011, the Company did not issue any
shares of its common stock.
NOTE 8 - SUBSEQUENT EVENTS
On September 8, 2011, the Company and its wholly-owned subsidiary, Prestige
entered into an Agreement to purchase certain leaseholds from an unrelated third
party in exchange for 25,000,000 of shares of the Company's restricted common
stock and a $450,000 promissory note with anticipated due date of six months
from issuance. The promissory note will not accrue interest. The transfer of
leases occurred on October 1, 2011.
F-8
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, 2011, 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's strategy is to be a serviced office provider in the Far East through its
wholly-owned subsidiary, Prestige Prime Office Ltd. in Hong Kong.
The office space provided is fully furnished, equipped and staffed, located at
premier addresses in central business districts with convenient access to
airports or public transportation. Services include advanced communication
system, network access, updated IT and world-class administrative support, as
well as a full menu of business services and facilities, such as meeting rooms
and video conferencing.
Prestige intends to provide services that will support the growing trend of
mobile and at home working. Supporting workers at home and on the road with
services such as Virtual Office and Virtual PA, providing dedicated business
addresses as their business base, as well as mail and call handling services.
On September 8, 2011, the Company and its wholly-owned subsidiary, Prestige
entered into an Agreement to purchase certain leaseholds from an unrelated third
party in exchange for 25,000,000 shares of the Company's restricted common stock
and a $450,000 promissory note with anticipated due date of six months from
issuance. The promissory note will not accrue interest. The transfer of leases
occurred on October 1, 2011.
The Company will need substantial additional capital to support its budget. The
Company has had minimal revenues. The Company has no committed source for any
funds as of date hereof. In the event funds cannot be raised when needed, the
Company may not be able to carry out its business plan, may never achieve sales
or royalty income, and could fail in business as a result of these
uncertainties.
The Company may borrow money to finance its future operations, although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event the Company is unsuccessful in repaying such
loans.
1
The independent registered public accounting firm's report on the Company's
financial statements as of June 30, 2011, 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 September 30, 2011 Compared to the Three Months Ended
September 30, 2010
During the three months ended September 30, 2011 and September 30, 2010, we
recognized $87,572 and $32,245 from our service office operations. The increase
of $55,327 is a result of an increase in clients. During the three months ended
September 30, 2011 and 2010, we incurred cost of revenues of $15,515 and
$19,018, respectively. During the three months ended September 30, 2011 and
2010, we recognized resulting gross profits of $72,057 and $13,227,
respectively. The resulting increase in gross profits is a result of the
increase in revenues offset by a decrease in cost of revenues.
During the three months ended September 30, 2011, we incurred operational
expenses of $164,858. During the three months ended September 30, 2010, we
incurred $126,236 in operational expenses. The increase of $38,622 was a result
of an $8,735 increase in general and administrative expenses, a $23,131 increase
in accounting and audit fees, and a $6,368 increase in salary expenses.
During the three months ended September 30, 2011, we incurred a net loss of
$92,031. During the three months ended September 30, 2010, we incurred a net
loss of $113,010. The decrease of $20,979 was a result of the increase of
$55,327 in revenues offset by a $38,622 increase in operational expenses, as
discussed above.
LIQUIDITY
At September 30, 2011, we had total current assets of $54,136, consisting of
$8,049 in cash and cash equivalents and $46,087 in prepaid expenses and other
assets. At September 30, 2011, we had total liabilities of $746,454, all
current. Total liabilities included $58,100 in accounts payable, $259,447 in
accrued liabilities $46,655 in client prepayments and $382,252 in advances from
related parties.
During the three months ended September 30, 2011, we used funds of $46,027 in
our operational activities. During the three months ended September 30, 2011, we
recognized a net loss of $92,031, which was adjusted for depreciation of
$21,944. During the three months ended September 3, 2010, we used funds of
$46,442 in our operational activities. During the three months ended September
30, 2010, we incurred a net loss of $113,010 which was adjusted for depreciation
of $21,760.
During the three months ended September 30, 2011, we did not use or receive any
funds from our investing activities. During the three months ended September 30,
2010, we used $1,727 in our investing activities consisting of the purchase of
office equipment.
During the three months ended September 30, 2011, we received $26,847 from our
financing activities. During the three months ended September 30, 2010, we
received $37,487 from our financing activities.
During the years ended June 30, 2011 and 2010, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority shareholder of the Company, has advanced funds of
$179,884 and $163,745, respectively, to support the operations of Prestige.
2
During the three months ended September 30, 2011, Mr. Yeung Cheuk Hung advanced
an additional $19,288. At September 30, 2011, the Company owes him $362,916.
Such funds are due on demand.
During the year ended June 30, 2011 and 2010, Ms. Look, an officer and director
of the Company and the manager of Mega, advanced funds of $7,710 and $321,
respectively to Mega to support operations. During the three months ended
September 30, 2011, Ms. Look advanced an additional $7,559. At September 30,
2011, Ms. Look is owed $15,590. Such funds are due on demand.
During the year ended June 30, 2010 and 2010, Top Growth Holdings Group, Inc, an
affiliate and entity of which Ms. Look, an officer and director of the Company,
advanced $750 and $2,996, respectively to the Company. At September 30, 2011,
Top Growth Holdings Group, Inc. is owed $3,746. Such funds are due on demand.
Off-Balance Sheet Arrangements.
We have no material off-balance sheet arrangements nor do we have any
unconsolidated subsidiaries.
Short Term.
On a short-term basis, we generate limited revenues, which are not sufficient to
cover operations. Based on our limited operating history in the service office
industry, we will continue to have insufficient revenue to satisfy current and
recurring liabilities for the near future. For short term needs we will be
dependent on receipt, if any, of offering proceeds.
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 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.
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
3
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.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended September 30, 2011, 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. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
NONE.
4
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.
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
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
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(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
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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: November 4, 2011 By: /s/ Look Yuen Ling
-------------------
Look Yuen Ling
President, Chief Executive
Officer and Chief Financial
Officer
