6-K

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For April 28, 2006

Commission file number:   0-29208

Bassett Ventures Inc. (formerly AssistGlobal Technologies Corp.)

 (Translation of registrant’s name into English)

1304 – 925 West Georgia St., Vancouver, B.C.   V6C 3L2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F     X    

Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1):  Yes          

                No     X     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7):  Yes          

                No     X     

Indicate by check mark whether the registrant by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.     Yes     X       No        

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b):  0-29208

EXHIBIT LIST

99.1        Financial Statements

99.2        Management's Discussion & Analysis

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bassett Ventures Inc.

(Registrant)

“Sokhie Puar”

Date:   April 28, 2006    

_________________________________

Mr. Sokhie Puar, Director

EX-99.1

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

FINANCIAL STATEMENTS

DECEMBER 31, 2005 and 2004

AUDITORS' REPORT

To the Shareholders of:

Bassett Ventures Inc.

We have audited the balance sheets of Bassett Ventures Inc. (formerly AssistGlobal Technologies Corp.) as at December 31, 2005 and 2004 and the statements of operations and deficit and cash flows for the years then ended. 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 Canadian generally accepted auditing standards and the standards of the United States Public Company Accounting Oversight Board..  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, 2005 and 2004 and the results of its operations and cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

The Company is not required to have, nor have we been engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

COMMENTS BY AUDITOR ON CANADA – UNITED STATES OF AMERICA REPORTING DIFFERENCE

The standards of the United States Public Company Accounting Oversight Board require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 2 to the financial statements. Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and the standards of the United States Public Company Accounting Oversight Board, our report to the shareholders is expressed in accordance with Canadian reporting standards which do not permit a reference to such conditions and events in the auditors’ report when these are adequately disclosed in the financial statements.

Chartered Accountants

Langley, British Columbia

April 25, 2006

The accompanying notes are an integral part of these financial statements.

2.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

BALANCE SHEETS

(Expressed in Canadian Dollars)

As at December 31,		2005		2004
				(Note 12)
ASSETS
CURRENT
Cash and cash equivalents	$	17,163	$	1,690
Accounts receivable		8,938		–
Prepaid expenses		–		967
Current assets of discontinued operations (Note 4)		–		241,273
		26,101		243,930
PROPERTY AND EQUIPMENT (Note 5)		6,522		4,041
ASSETS OF DISCONTINUED OPERATIONS (Note 4)		–		65,967
	$	32,623	$	313,938
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	150,636	$	87,112
Demand loan (Note 6)		16,500		–
Current liabilities of discontinued operations (Note 4)		–		355,411
		167,136		442,523
LIABILITIES OF DISCONTINUED OPERATIONS (Note 4)		–		55,652
		167,136		498,175
SHAREHOLDERS' EQUITY
Share capital (Note 7)		1,174,911		1,132,603
Additional paid-in capital		670,374		459,835
Deficit		(1,979,798)		(1,776,675)
		(134,513)		(184,237)
	$	32,623	$	313,938

GOING CONCERN (Note 2)

COMMITMENTS (Note 11)

_______ “Sokhie Puar”_______  Director

_______”Praveen Varshney”__  Director

The accompanying notes are an integral part of these financial statements.

2.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

STATEMENTS OF OPERATIONS

(Expressed in Canadian Dollars)  

FOR THE YEARS ENDED DECEMBER 31,		2005		2004
				(Note 12)
EXPENSES
Advertising and promotion	$	399	$	5,924
Amortization		1,814		813
Bank charges and foreign exchange		558		1,267
Management and consulting fees:
Incurred		95,803		135,625
Stock-based compensation		–		140,439
Office and administration		3,304		10,647
Professional fees		56,108		41,401
Regulatory and share transfer fees		17,737		18,612
Rent and occupancy costs		16,982		18,860
Stock based compensation		–		158,444
Travel		–		8,524
Wages and benefits		11,461		7,314
		204,166		547,870
Loss before other items		204,166		547,870
Other income		(68)		(184)
Loss on disposal of equipment		–		1,252
Net loss from continuing operations		204,098		548,938
Net (income) loss from discontinued operations (Note 4)		(975)		169,501
Net loss for the year	$	203,123	$	718,439
Loss per share	$	0.06	$	0.16
Loss per share from continued operations	$	0.06	$	0.12
Loss per share from discontinued operations	$	0.00	$	0.04
Weighted average number of shares outstanding		3,655,165		4,405,835

The accompanying notes are an integral part of these financial statements.

3.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

STATEMENTS OF SHAREHOLDERS' EQUITY

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

	Common Shares		Additional		Total
	Number		Paid-in	Accumulated	Shareholders'
	of Shares	Amount	Capital	Deficit	Equity
Balance, June 30, 2003	8,188,780	$ 13,503,911	$ –	$(13,754,866)	$ (250,955)
Share consolidation 3:1	(5,459,187)	–	–	–	–
Common shares issued for shares of
AssistGlobal Inc. (including 750,000
shares issued as a finder's fee)	11,100,000	(13,503,911)	–	13,503,911	–
AssistGlobal Inc. shareholder deficiency
acquired on reverse acquisition	–	177,380	–	(278,849)	(101,469)
Stock options exercised	200,000	60,000	–	–	60,000
Issue of common shares for cash	1,973,750	315,800	–	–	315,800
Fair value of options issued to consultants (Note 3 (d))	–	–	280,276	–	280,276
Net loss for the year	–	–	–	(528,432)	(528,432)
Balance, December 31, 2003, as restated	16,003,343	553,180	280,276	(1,058,236)	(224,780)
Stock options exercised	1,000,000	332,500	–	–	332,500
Stock compensation on options exercised	–	91,323	(91,323)	–	–
Issue of common shares for cash, net of share
issue costs of $9,793	420,000	127,600	–	–	127,600
Issue of common shares for investor relation services	200,000	28,000	–	–	28,000
Fair value of options issued to employees and consultants	–	–	270,882	–	270,882
Net loss for the year	–	–		(718,439)	(718,439)
Balance, December 31, 2004	17,623,343	1,132,603	459,835	(1,776,675)	(184,237)
Stock consolidation 4:1	(13,217,508)	–	–	–	–
Shares returned to treasury (Note 4)	(1,688,992)	(107,692)	210,539	–	102,847
Issue of common shares by way of private placements	1,500,000	150,000	–	–	150,000
Net loss for the year	–	–	–	(203,123)	(203,123)
Balance, December 31, 2005	4,216,843	$ 1,174,911	$ 670,374	$ (1,979,798)	$ (134,513)

The accompanying notes are an integral part of these financial statements.

4.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

STATEMENTS OF CASH FLOWS

 (Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31,		2005		2004
				(Note 12)
CASH FLOWS (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net loss from continuing operations	$	(204,098)	$	(548,938)
Adjustments for items not affecting cash:
Amortization		1,814		813
Stock-based compensation		–		298,883
Loss on disposal of equipment		–		1,252
Changes in non-cash working capital balances:
Accounts receivable		(8,938)		4,558
Prepaid expenses		967		(967)
Accounts payable and accrued liabilities		63,522		(49,155)
Demand loan		16,500		–
		(130,233)		(293,554)
FINANCING ACTIVITIES
Common stock issued for cash, net of issuance costs		150,000		127,600
Common stock issued on exercise of options		–		332,500
		150,000		460,100
INVESTING ACTIVITIES
Purchase of equipment		(4,294)		(4,755)
Investment in subsidiary		–		(179,230)
		(4,294)		(183,985)
Increase (decrease) in cash and cash equivalents
from continuing operations		15,473		(17,439)
Decrease in cash and cash equivalents from discontinued operations		(14,129)		(44,442)
Increase (decrease) in cash and cash equivalents		1,344		(61,881)
Cash and cash equivalents from continued operations, beginning		1,690		19,129
Cash and cash equivalents from discontinued operations, beginning		14,129		58,571
Cash and cash equivalents, beginning		15,819		77,700
Cash and cash equivalents from continued operations, ending		17,163		1,690
Cash and cash equivalents from discontinued operations, ending		–		14,129
Cash and cash equivalents, ending	$	17,163	$	15,819
SUPPLEMENTAL INFORMATION
Cash paid to (received from):
Interest	$	–	$	6,958
Income taxes	$	–	$	–
Non-cash activities:
Property and equipment acquired under capital lease	$	–	$	22,787
Shares issued for investor relation services	$	–	$	28,000

The accompanying notes are an integral part of these financial statements.

5.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

1.

NATURE OF BUSINESS AND REORGANIZATION

The Company through its wholly owned subsidiary, AssistGlobal Inc. (formerly AssistGlobal.com Communications Inc.) (“AGI”), was engaged in the business of developing, selling, hosting and supporting project and facility management software and providing other custom application solutions globally. The main proprietary line Microview FM is designed for use on PDA's. It records and updates facilities data on the spot for large scale reorganizations, employee moves, inventory, maintenance and inspection activities.

In July 2005, AGI was distributed to shareholders of AGI upon the redemption of their company shares. The redemption gave rise to a $102,847 credit to contributed surplus.

Effective July 7, 2005, the Company consolidated its share capital on the basis of one new share for every four old shares and changed its name to Bassett Ventures Inc.

2.

CONTINUING OPERATIONS

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assume that the Company will realize its assets and 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.

As at December 31, 2005, the Company has a working capital deficiency of $141,035 and has accumulated losses of $1,979,798. The Company’s ability to meet its obligations and maintain operations is contingent upon the Company’s ability to receive continued financial support, complete equity financing or generate profitable operations in the future.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Outlined below are those policies considered particularly significant by the Company.

(a)

Accounting estimates

The preparation of financial statements in accordance with accounting principles generally accepted in Canada 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 revenues and expenses for the reporting year. Actual results could differ from those estimated by management.

6.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(b)

Cash and cash equivalents

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value.

(c)

Property and equipment

Property and equipment are recorded at cost less accumulated amortization. Annual rates of amortization are as follows:

Computer equipment

30%

declining balance

Computer software

50%

straight line

Furniture and fixtures

20%

declining balance

Leasehold improvements

Term of lease

straight line

In the year of acquisition, these rates are reduced by one-half.

(d)

Stock-based compensation

The Company has a stock option plan, which is described in Note 8(c). Effective July 1, 2002, the Company applied the fair value based method of accounting prescribed by CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, only to employee stock appreciation rights, and applied the settlement method of accounting to employee stock options. Under the settlement method, any consideration paid by employees on the exercise of stock options or purchase of stock is credited to share capital and no compensation expense is recognized.

The CICA Accounting Standards Board has amended CICA Handbook Section 3870 - Stock-based Compensation and Other Stock-based Payments - to require entities to account for employee stock options using the fair value based method, beginning January 1, 2004. Under the fair value based method, compensation cost is measured at fair value at the date of grant and is expensed over the award's vesting period. In accordance with one of the transitional options permitted under amended Section 3870, the Company has retroactively applied the fair value based method to all employee stock options granted on or after July 1, 2002, and has restated prior periods. The effect of retroactively adopting the fair value based method is to increase net loss by $231,976 for the year ended December 31, 2003 (2002 - $NIL), to increase deficit by $231,976 as at December 31, 2003 (2002 - $NIL), and to increase additional paid-in capital by $23 1,976 as at December 31, 2003 (2002 - $NIL).

7.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(e)

Earnings (loss) per share

The Company calculates basic earnings (loss) per share using the weighted average number of common shares outstanding during the period excluding escrowed shares for which the release is subject to the satisfaction of performance criteria.  Diluted net earnings (loss) per share are calculated by the treasury stock method.  Under the treasury stock method, the weighted average number of common shares outstanding assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are applied to repurchase common shares at the average market price for the period in calculating the net dilution impact.  Stock options and warrants are dilutive when the Company has income from continuing operations and the average market price of the common shares during the period exceeds the exercise price of the options and warrants.

The loss per share reflects the four for one consolidation of the common shares during 2005. The comparative loss per share has been restated to reflect the consolidation.

4.

DISCONTINUED OPERATIONS

On July 6, 2003, the Company acquired all of the issued and outstanding common shares of AGI in exchange for 10,350,000 common shares of the Company. The transaction was accounted for as a reverse takeover in accordance with Canadian generally accepted accounting principles during the year ended December 31, 2003.

Due to unsuccessful efforts of the Company to secure financing for AGI’s operations, the board of directors of each of the Company and AGI has determined that it is in the best interests of both companies that the Company divests of all of its interest in AGI to the former principal shareholders.

As a result, during the year, the Company distributed its shares of AGI to certain officers and employees of AGI who surrendered 1,688,992 shares of the Company. These surrendered shares were cancelled and returned to treasury. As part of the transaction, the Company forgave $279,230 of intercorporate debt owed by AGI to the Company and transferred its ownership of AssistGlobal (USA) Inc. to AGI.  

8.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

4.

DISCONTINUED OPERATIONS, continued

		2005		2004
Revenue	$	412,133	$	690,403
Direct costs		265,587		489,329
Gross margin		146,546		201,074
Expenses
Amortization		7,007		22,372
General and administrative		134,681		341,245
Interest		3,883		6,958
		145,571		370,575
Net income (loss) from discontinued operations	$	975	$	(169,501)

Assets and liabilities of discontinued operations reflected in the balance sheet at December 31, 2004 were comprised of:

Assets
Current
Accounts receivable	$	14,129
Accounts receivable		183,690
Prepaid expenses		43,454
		241,273
Property and equipment		65,967
Intangible assets		1
	$	307,241
Liabilities
Current
Accounts payable and accrued liabilities	$	163,516
Demand Loan		100,000
Unearned revenue		72,762
Capital lease obligations, current		19,133
		355,411
Capital lease obligations		5,652
Promissory notes payable		50,000
	$	411,063

9.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

5.

PROPERTY AND EQUIPMENT

			Accumulated
	Cost		Amortization			2005		2004
Computer equipment	$	4,754	$	2,139	$	2,615	$	55,627
Computer software		–		–		–		5,671
Furniture and fixtures		1,772		177		1,595		8,709
Leasehold improvements		2,522		210		2,312		–
	$	9,048	$	2,526	$	6,522	$	70,007

6.

DEMAND LOAN

The demand loan is unsecured, non-interest bearing with no fixed terms of repayment.

7.

SHARE CAPITAL

(a)

Authorized

Unlimited common shares without nominal or par value

(b)

Issued and fully paid

	Number of shares	Stated value
Balance at December 31, 2003	16,003,343	$	553,180
Stock options exercised	1,000,000		423,823
Issue of common shares for cash	420,000		137,393
Share issuance costs	–		(9,793)
Shares issued for services	200,000		28,000
Balance at December 31, 2004	17,623,343		1,132,603
Share consolidation 4:1	(13,217,508)		–
Shares returned to treasury (Note 4)	(1,688,992)		(168,899)
Issued shares by way of private placements	1,500,000		150,000
Balance, December 31, 2005	4,216,843	$	1,113,704

(c)

Stock options

The Company maintains a fixed stock option plan that enables it to grant options to its directors, officers, employees and other service providers. Each option agreement with the grantee sets forth, among other things, the number of options granted, the exercise price and the vesting conditions of the options. A summary of the status of the options outstanding and exercisable follows:

10.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

7.

SHARE CAPITAL, continued

(c)

Stock options, continued

		Weighted average
	Number of shares		exercise price
Balance at December 31, 2003	1,388,333	$	0.39
Granted	2,550,000		0.26
Exercised	(1,000,000)		0.33
Cancelled	(332,333)		0.39
Balance at December 31, 2004	2,606,000		0.29
Cancelled	(950,000)		0.32
Share consolidation 4:1	(1,242,000)		–
Balance at December 31, 2005	414,000	$	0.28

As at December 31, 2005, the following stock options were outstanding:

			Number		Number
			outstanding at		exercisable at
Exercise price			December 31, 2005	Expiry date	December 31, 2005
$	1.20		11,500	January 25, 2007	11,500
$	1 56	($1.20 USD)	125,000	December 9, 2008	125,000
$	1.32	($1.00 USD)	37,500	January 16, 2009	37,500
$	1.56	($0 60 USD)	237,500	August 25, 2009	237,500
			414,000		414,000

During the year, under the fair value based method, $nil (2004 - $109,589) in compensation expense was recorded in the statements of operations and deficit for stock options granted to directors and a consultant.

The fair value of share options used to calculate compensation expense has been estimated using the Black-Scholes option pricing model with the following assumptions:

	2005	2004
Risk free interest rate	–%	4%
Stock price volatility	–%	103%
Expected life of options	–
	5 years

The weighted average fair value of options granted during the year ended December 31, 2005 is $nil (2004 - $0.09) per share.

11.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

7.

SHARE CAPITAL, continued

(d)

Additional paid-in capital

		2005		2004
Balance, beginning, as previously stated	$	459,835	$	48,300
Adjustment for stock compensation (Note 3 (d))		–		231,976
Balance at December 31, 2003, as restated		459,835		280,276
Stock based compensation		–		270,882
Transfer to share capital on exercise of options		–		(91,323)
Shares cancelled and returned to treasury		168,899		–
Balance, ending	$	628,734	$	459,835

8.

FINANCIAL INSTRUMENTS

Fair values

The carrying amounts of: cash and cash equivalents; accounts receivable; accounts payable and accrued liabilities; and demand loan approximate their fair values due to the short-term maturity of these instruments.

9.

INCOME TAXES

 (a)

Future tax assets and liabilities

		2005		2004
Future tax assets (liabilities):
Operating loss carry-forwards	$	236,041	$	308,071
Property and equipment		1,381		(4,536)
		237,422		303,535
Valuation allowance		(237,422)		(303,535)
Net future tax asset	$	–	$	–

(b)

Loss carry-forwards

The Company and its subsidiaries have estimated accumulated losses of approximately $663,036. These losses expire as follows:

2010	$	183,120
2014		275,873
2015		204,043
	$	663,036

12.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

10.

RELATED PARTY TRANSACTIONS

December 31,		2005		2004
Management and consulting fees paid to officers and directors
of the Company and/or companies controlled by them	$	90,000	$	192,117
Sales to a company controlled by a director of the
Company	$	–	$	771
Amounts included in accounts receivable due from a
company controlled by a director of the Company	$	–	$	2,061
Amounts included in accounts payable due to companies
controlled by/or with common directors of the Company	$	93,365	$	27,093
Rent paid to a company controlled by a director and an
officer of the Company	$	–	$	17,723

These amounts are recorded at the exchange amount based on the amounts paid and/or received by the parties.

11.

COMMITMENTS

Under the terms of management and consulting services agreements with companies controlled by officers and directors of the Company, the Company will be required to make annual management and consulting payments as follow:

2006  $  72,500 

12.

COMPARATIVE FIGURES

Comparative figures in the balance sheet for the year ended December 31, 2004 and the statements of operations and deficit and cash flows include the accounts of AGI. The investment in AGI was written-off during the year ended December 31, 2005 (see Note 4). The comparative figures have been reclassified, where applicable, to conform with the current year’s presentation and are presented for comparative purposes only.

13.

BASSETT VENTURES INC.

(Formerly AssistGlobal Technologies Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

(Expressed in Canadian Dollars)

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company’s financial statements have been prepared in accordance with Canadian GAAP, which differs in certain respects from U.S. GAAP. The Company’s net loss reported under Canadian GAAP is consistent with the net loss and comprehensive income that would be reported under U.S. GAAP.

Recent accounting pronouncements

In December 2004, the FASB issued revised SFAS No. 123 (SFAS No. 123R), “Share-Based Payment”.. This standard eliminates the ability to account for share-based compensation transactions using the intrinsic value-based method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and requires instead that such transactions be accounted for using a fair value based method. SFAS No. 123R is effective for financial statements issued at the beginning of the next fiscal year that begins after December 15, 2005. The adoption of this accounting pronouncement is not expected to have a material effect on the financial statements.

In February 2005, the EITF issued EITF Issue 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share”. EITF 04-8 was effective for periods ending after December 15, 2004 and requires certain contingently convertible instruments be included in diluted earnings per share. The adoption of EITF 04-8 did not change the methods of or results of the calculation of the Company’s earnings per share.

In June 2005, the FASB issued FAS No. 154, “Accounting Changes and Error Corrections”.. FAS 154 changes the accounting and reporting of a change in accounting principles. Prior to FAS 154, voluntary changes in accounting principles were required to be recognized as a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior period financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. the Company does not believe the adoption of FAS 154 will have a material effect on its financial position or results of operations.

14.

EX-99.2

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended December 31, 2005

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

1.1

Date

This Management Discussion and Analysis (“MD&A”) of Bassett Ventures Inc. (formerly AssistGlobal Technologies Corp.) (the “Company”) has been prepared by management as of April 28, 2006 and should be read in conjunction with the audited financial statements and related notes thereto of the Company, as at and for the years ended December 31, 2005 and 2004, which were prepared in accordance with Canadian generally accepted accounting principles.

This MD&A may contain forward-looking statements in respect of various matters including upcoming events. The results or events predicted in these forward-looking statements may differ materially from actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

1.2

Over-all Performance

The Company through its former wholly owned subsidiary, AssistGlobal Inc. (formerly AssistGlobal.com Communications Inc.) (“AGI”), was engaged in the business of developing, selling, hosting and supporting project and facility management software and providing other custom application solutions globally. The main proprietary line Microview FM is designed for use on PDA's. It records and updates facilities data on the spot for large scale reorganizations, employee moves, inventory, maintenance and inspection activities.

Due to unsuccessful efforts of the Company to secure financing for AGI’s operations, the board of directors of each of the Company and AGI determined that it was in the best interests of both companies that the Company divest of all of its interest in AGI to the former principal shareholders.

As a result, during the year, the Company disposed of the assets of AGI and the officers and employees of AGI surrendered 1,688,992 shares of the Company. These surrendered shares were cancelled and returned to treasury. As part of the transaction, the Company forgave $279,230 of intercorporate debt owed by AGI to the Company and transferred its ownership of AssistGlobal (USA) Inc. to AGI.  

The disposition of the assets of AGI was approved by special resolution passed at the annual shareholder meeting held June 16, 2005.

Effective July 7, 2005, the Company consolidated its share capital on the basis of one new share for every four old shares and changed its name to Bassett Ventures Inc.

History and Overview

The Company was incorporated by registration of its memorandum and articles under the laws of the Province of British Columbia on September 15, 1987, under the name “Grand Resources Inc.”  The Company changed its name from “Grand Resources Inc.” to “Bay Street Ventures Inc.” effective November 18, 1987.  The Company changed its name from “Bay Street Ventures Inc.” to “Cenco Petroleum Ltd.” effective September 20, 1991.  The Company changed its name from “Cenco Petroleum Ltd.” to “IGC Internet Gaming Corporation” and subdivided its share capital on a 1.5 new shares for 1 old share basis effective August 7, 1996.  The Company changed its name from “IGC Internet Gaming

2

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

Corporation” to “IGN Internet Global Network Inc.” effective November 21, 1996.  The Company changed its name from “IGN Internet Global Network Inc.” to “AssistGlobal Technologies Corp.” and consolidated its share capital on a 1 new share for 3 old shares basis effective September 23, 2003.  The Company changed its name from “AssistGlobal Technologies Corp.” to Bassett Ventures Inc. and consolidated its share capital on a 1 new share for 4 old shares basis effective July 5, 2005.

The Company’s common shares have been listed on the TSX Venture Exchange (formerly Canadian Venture Exchange) (the “Exchange”) since September 28, 1993 (trading symbol “IGN”).  As of November 19, 1997, the Company’s common shares received clearance for an unpriced quotation on the OTC Bulletin Board by the NASD Regulation, Inc. in the United States under the trading symbol “IGNIF”.  Effective January 30, 1998, the Company’s common shares commenced trading on the Berlin Stock Exchange having a trading symbol “IGN GR”.  On July 29, 2003, the common shares of the Company were voluntarily delisted from the Exchange at the request of the Company.  The Company had traded on the OTCBB Market under the trading symbol “AGBTF” and on the Canadian Trading and Quotation System (“CNQ”) under the trading symbol “AGBT.U”.  Effective August 3 0, 2004, the Company’s common shares had been listed on the Frankfurt Stock Exchange (“FWB”), an international trading centre, under the symbol “IGN1”. The FWB is that is the largest of the eight German stock exchanges and is operated by Deutsche Börse AG.  On July 8, 2005, the Company began trading on the OTCBB Market under the trading symbol “BAVNF” and on the Canadian Trading and Quotation System (“CNQ”) under the trading symbol “BAVI.U”.  

On July 6, 2003, the Company entered into a definitive acquisition agreement (the “Acquisition Agreement”), with AGI and its principal shareholders to acquire all of the issued and outstanding shares of AGI in exchange for the issuance of 10,350,000 post consolidated common shares of the Company at a deemed price of $0.35 per share. The transaction was treated as an exempt take over bid in the Province of British Columbia. As part of the transaction, the Company consolidated its common shares on a 1 new share for 3 old share basis and changed its name to AssistGlobal Technologies Corp.

During the year, the Company suspended its operations and wrote-off its subsidiary and all of its assets.

During the year, the Company changed its name to Bassett Ventures Inc. and consolidated its issued and outstanding common shares on the basis of one new common share for every four existing common shares, as approved by the shareholders of the Company at its AGM.

1.3

Selected Annual Information

		Total Long-
		Term Financial		Total						Loss per
December 31,	Total Assets	Liabilities		Revenues		Gross Profit			Loss	share
2005	$ 32,623	$	Nil	$	Nil	$	Nil	$	203,123	$ 0.06
2004	313,938		55,652		690,403		201,074		718,439	0.16
2003	268,531		57,845		651,290		173,123		528,432	0.16

The Company did not declare any cash dividends during the years ended 2003, 2004 and 2005.

1.4

Results of Operations

The Company recorded a net loss for the year ended December 31, 2005 of $203,123 or $0.06 per share as compared to a net loss of $718,439 or $0.16 per share for the year ended December 31, 2004, a

3

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

decrease in net loss by $515,316.  The net loss for the year ended December 31, 2005 comprised of a net loss of $204,098 from continued operations and a net income of $975 from discontinued operations.  For the year ended December 31, 2004, the net loss for the year comprised of a net loss of $548,938 from continued operations and a net loss of $169,501 from discontinued operations.  The decrease in loss was attributable to a decrease in general and administrative expenses by $343,704 and a net loss from discontinued operations by $168,526.

The over-all decrease in general and administrative expenses by $515,316 was due to the company applying responsible financial restraints wherever possible.

1.5

Summary of Quarterly Results

The following is a summary of certain consolidated financial information concerning the Company for each of the last eight reported quarters:

	Total		Gross Profit		Net Income	Income (Loss)
Quarter ended	Revenues		(Loss)		(Loss)	per share
December 31, 2005	$	–	$	–	$ (122,699)	$ (0.04)
September 30, 2005		–		–	116,775	0.04
June 30, 2005		164,667		(54,356)	(152,059)	(0.01)
March 31, 2005		254,958		151,773	(45,140)	(0.00)
December 31, 2004		142,659		66,298	(196,976)	(0.02)
September 30, 2004		173,021		44,350	(241,683)	(0.01)
June 30, 2004		175,744		(47,540)	(100,574)	(0.01)
March 31, 2004		198,979		137,966	(179,206)	(0.01)

1.6/1.7

Liquidity and Capital Resources

The Company reported a working capital deficiency of $141,035 at December 31, 2005 compared to a working capital deficiency of $198,593 at December 31, 2004, representing an increase in working capital by $57,558.  The working capital deficiency as at December 31, 2004 included a working capital deficiency of $114,138 from discontinued operations and $nil from discontinued operations as at December 31, 2005.  As at December 31, 2005, the Company had cash on hand of $17,163 compared to cash on hand of $1,690 at December 31, 2004.

The Company utilized cash flows for operations of $130,233 for the year ended December 31, 2005, utilized $4,294 for the purchase of equipment and for leasehold improvements and received $150,000 from the completion of private placements of 1,500,000 shares at a price of $0.10 per share.

The Company generated $15,473 from continued operations and utilized $14,129 from discontinued operations, for a net increase in cash of $1,344 for fiscal 2005 compared to cash utilized of $17,439 from continued operations and $44,442 from discontinued operations, for a net decrease in cash of $61,881 for fiscal 2004.

Due to unsuccessful efforts of the Company to secure financing for AGI’s operations, the board of directors of each of the Company and AGI has determined that it is in the best interests of both companies that the Company divests of all of its interest in AGI to the former principal shareholders.

4

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

As a result, during the year, the Company has disposed of the assets of AGI and the officers and employees of AGI surrendered 1,688,992 shares of the Company. These surrendered shares were cancelled and returned to treasury. As part of the transaction, the Company forgave $279,230 of intercorporate debt owed by AGI to the Company and transferred its ownership of AssistGlobal (USA) Inc. to AGI.  

Financing is also potentially available through the exercise of outstanding 414,000 stock options (14,000 at $1.20 per share, 125,000 at $1.56 per share, 37,500 at $1.32 per share and 237,500 at $1.56 per share) which expire between January 25, 2007 to August 25, 2009.  However, there can be no assurance that any of these outstanding convertible securities will be exercised.

The Company will likely have more capital requirements after the financing mentioned above is completed for any material business acquisition and will therefore be required to raise additional funds.  In addition, if the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. Although the Company has previously been successful in raising the funds required for its operations, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

The Company has not had a history of operations or earnings and the overall success of the Company will be affected by its current or future business activities. The Company is now in the process of searching for suitable acquisitions, but has not yet identified any.  The ability of the Company to continue as a going concern and discharge its liabilities when due is dependent on its ability to identify new business opportunities and convert them into profitable operations. No agreements related to new business opportunities have been reached and there can be no assurance that such agreements will be reached.

1.8

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with Related Parties

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The Company believes that the terms of the transactions were on terms as favorable as those which could have been negotiated with unaffiliated third parties.

The year end balances referred to below are unsecured, non-interest bearing, without specific terms of repayment and have arisen from the provision of services and loan advances as described.

(1)

Effective August 1, 2003, the Company entered into a Management Services Agreement (the “VCC Agreement”) with Varshney Capital Corp. (“VCC”), a private British Columbia company partially-owned by Peeyush Varshney, an officer of the Company, pursuant to which the Company retained VCC to provide management services.  Praveen Varshney is a director of both the Company and

5

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

VCC.  The VCC Agreement has an initial term of three years with compensation at the rate of $5,000 per month for management services. This agreement expires in August 2006.

Effective July 1, 2005, as a result of the disposition of AGI, VCC agreed to reduce its management fees to $2,500 per month.

During the year, the Company paid or accrued $45,000 in management fees to VCC pursuant to the VCC Agreement.

(2)

Effective August 1, 2003, the Company entered into a Consulting Services Agreement (the “SNJ Agreement”) with SNJ Capital Ltd. (“SNJ”), a private British Columbia company wholly-owned by Sokhie Puar, a director of the Company, pursuant to which the Company retained SNJ to provide consulting services.  The SNJ Agreement has a term of three years with compensation at the rate of $5,000 per month for management services. This agreement expires in August 2006.

Effective July 1, 2005, as a result of the disposition of AGI, SNJ agreed to reduce its management fees to $2,500 per month.

During the year, the Company paid or accrued $45,000 in consulting fees to SNJ pursuant to the SNJ Agreement.  

(3)

As at December 31, 2005, $93,365 was due to companies controlled by/or with common directors of the Company.

1.10

Fourth Quarter

Please see 1.2 Over-all Performance.

1.11

Proposed Transactions

None.

1.12

Critical Accounting Estimates

Not applicable.

1.13

Changes in Accounting Policies including Initial Adoption

The Company has a stock option plan, which is described in Note 8(c). Effective July 1, 2002, the Company applied the fair value based method of accounting prescribed by CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, only to employee stock appreciation rights, and applied the settlement method of accounting to employee stock options. Under the settlement method, any consideration paid by employees on the exercise of stock options or purchase of stock is credited to share capital and no compensation expense is recognized.

The CICA Accounting Standards Board has amended CICA Handbook Section 3870 - Stock-based Compensation and Other Stock-based Payments - to require entities to account for employee stock options using the fair value based method, beginning January 1, 2004. Under the fair value based method, compensation cost is measured at fair value at the date of grant and is expensed over the

6

BASSETT VENTURES INC.

(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)

Management Discussion & Analysis

December 31, 2005

award's vesting period. In accordance with one of the transitional options permitted under amended Section 3870, the Company has retroactively applied the fair value based method to all employee stock options granted on or after July 1, 2002, and has restated prior periods. The effect of retroactively adopting the fair value based method is to increase net loss by $231,976 for the year ended December 31, 2003 (2002 - $NIL), to increase deficit by $231,976 as at December 31, 2003 (2002 - $NIL), and to increase additional paid-in capital by $231,976 as at December 31, 2003 (2002 - $NIL).

1.14

Financial Instruments and Other Instruments

Fair values

The carrying amounts of: cash and cash equivalents; accounts receivable; accounts payable and accrued liabilities; and demand loan approximate their fair values due to the short-term maturity of these instruments.

Management is of the opinion that the Company is not subject to significant interest, currency or credit risks on the financial instruments included in theses financial statements, except as noted.

1.15

Other MD&A Requirements

(a)

Authorized – Unlimited common shares without nominal or par value

(b)

Issued and fully paid at April 28, 2006: 4,216,843 common shares

(c)

Outstanding options at April 28, 2006: 414,000

Additional disclosures pertaining to the Company’s annual information form, material change reports, press releases and other information are available on the SEDAR website at www.sedar.com.

Management would like to thank you for your continued support. We look forward to updating the Company’s shareholders as opportunities for Bassett Ventures Inc. progress.

On behalf of the Board of Directors,

“Sokhie Puar”

Sokhie Puar

Director

April 28, 2006

7