UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB
 
 (Mark
One)
  x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended January 31, 2008
  o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the transition period from ___________ to ___________
  Commission
file number 000-51193
 
 ASPIRE
JAPAN, INC.
 (Exact
name of registrant as specified in its charter)
  4695
Macarthur Court
 11th Floor
 Newport
Beach, CA 92660
 (949)
798-6138
 (Address
and Telephone Number of Registrant’s Principal
 Executive
Offices and Principal Place of Business)
  Delaware
              20-8326081(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)4695
      Macarthur Court
                11th Floor
                Newport
      Beach, CA
              92660(Address
      of principal executive offices)
              (Zip
      Code)
 
 Registrant’s
      telephone number, including area code
              (949)
      798-6138
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
              Name
      of each exchange on which registeredNone
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001(Title
      of class)
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No
o
  Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No
o
 
 State
issuer’s revenues for its most recent fiscal year. $0
 
 Aggregate
market value of the common stock held by non-affiliates of the Company as of May
15, 2007: $4,043,488
  Number
of shares of the registrant’s common stock outstanding as of May 15,
2008: 7,854,150 shares of Common Stock.
   
 
 
 
 TABLE
OF CONTENTS
 
 Part
      IItem
      1.
              Description
      of Business.
              3Item
      2.
              Description
      of Property.
              6Item
      3.
              Legal
      Proceedings.
              6Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              6Part
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters.
              6Item
      6.
              Management’s
      Discussion and Analysis or Plan of Operations.
              7Item
      7.
              Financial
      Statements.
              10Item
      8.
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
              22Item
      8A.
              Controls
      and Procedures.
              22Item
      8B.
              Other
      Information.
              22Part
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
              22Item
      10.
              Executive
      Compensation.
              24Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
              25Item
      12.
              Certain
      Relationships and Related Transactions.
              25Item
      13.
              Exhibits.
              25Item
      14.
              Principal
      Accountant Fees and Services.
              26Signatures
 
 
 2
 
  Except
as otherwise required by the context, all references in this prospectus to "we",
"us”, "our", “Aspire Japan”, or "Company" refer to the consolidated operations
of Aspire Japan, Inc.., a Delaware corporation, and its wholly owned
subsidiaries.
  Forward-Looking
Statements and Associated Risks
   The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Some of the statements contained in this
annual report of Aspire Japan discuss future expectations, contain
projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this annual report on
Form 10-K that are not historical facts (including without limitation statements
to the effect that we "believe," "expect," "anticipate," "plan," "intend,"
"foresee," or other similar expressions) and are forward-looking statements.
These forward-looking statements are based on our current expectations and
beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those
anticipated by us. All comments concerning our expectations for future revenue
and operating results are based on our forecasts of our plan of operation and do
not include the potential impact of any future acquisitions or operations. These
forward-looking statements involve significant risks and uncertainties (some of
which are beyond our control) and assumptions. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in the
forward-looking statements.
  PART I
  Item
1.    Description of
Business.
  We were
incorporated under the laws of the State of Delaware on February 2, 2005. On
July 7, 2006, Ken Osako obtained all of the shares of 511410, Inc., pursuant to
a Stock Purchase Agreement. On October 23, 2006, we changed our name to Dream
Media, Inc. On May 23, 2007 we changed our name to Aspire Japan, Inc. (“Aspire
Japan”) to better reflect our business plan. Ken Osako is our Chairman of the
Board and Chief Financial Officer, as well as our controlling stockholder. Our
main office is located at 4695 MacArthur Court, 11th Floor, Newport Beach, CA
92660 and the telephone number is (949) 798-6138.
 
 In
addition to our current business plan, during the next twelve months, the
Company will actively seek out and investigate possible business opportunities
with the intent to acquire or merge with one or more business ventures located
throughout Japan.
 
 We intend
to form a wholly owned subsidiary which will continue to implement the business
plan of marketing and delivering products from a number of American merchandise
brands via various media to Japanese consumers, including print catalogs and on
the internet at www.aspire-japan.com, facilitating the shopping process by the
use of a bilingual customer service center.
 
 By
aggregating the merchandise of various participating merchants into a single
location in our print catalog and on our Web site, we will offer Japanese
consumers a diverse variety of American merchandise brands of products from
numerous merchants and product categories. Our initial catalog will focus
primarily on women’s clothing and women’s fashion accessories. In the future we
intend to add health and beauty aids, children's toys, executive gifts,
educational products, gourmet cooking aids, exercise equipment, jewelry,
luggage, travel aids, and home accessories. At the time of this filing we are in
discussion with, but have not entered into contract to market or sell any
products, nor have we entered into contract to sell advertising to any American
brands. We are continuing to develop our initial catalog layout, design,
production and circulation strategy along with the layout and design for
developing our website.
 
 Many
Japanese consumers do not have direct access to many American merchandise
brands. Our goal is to provide Japanese consumers with access to American
merchandise brands by providing the means for consumers to overcome the cultural
and language barriers that may be currently restricting access for purchasing
many American products. We will undertake services that span from marketing to
delivery, thereby providing American merchants with access and distribution to
the Japanese consumer markets. American companies are often reluctant to
commence operations in Japan due to cultural differences and language barriers.
Additionally, foreign companies generally need to make substantial investments
to undertake market research on studying Japanese consumer behavior. Similarly,
language barriers make it difficult for companies to communicate effectively and
to create awareness of their products in the Japanese market. Japanese consumers
also face a language handicap while ordering merchandise directly from the
websites of American merchandise brands, as the majority of these websites are
in English. Aspire Japan will act as a bridge between Japanese consumers and
American merchandise brands. We do not have any contracts or agreements with any
American merchants at this time.
  We are
committed to fostering a high-quality customer experience that engages Japanese
consumers into long-term relationships. We intend to provide high-quality
customer service and a large selection of American products. We have adopted the
following strategies for satisfying the needs of Japanese consumers,
particularly women who have adopted catalog shopping and the Internet as a
preferred method of shopping and have grown to expect higher standards of
customer service and convenience.
   3
  At the
date of filing this agreement we have begun discussion with print and
distribution companies to initially print and to deliver catalogs to 2 million
targeted prospective Japanese female consumers. However we have not entered into
a definitive agreement and we will require additional financing to complete this
objective and potentially achieve our goal of profit, revenue and
growth.
 Products
and Services
 
 Our
principal product will be a print media catalog called “Aspire” which will
contain listings of products from American merchandise brands that are not
readily available in the Japanese market. Initially we will develop a 240-page
catalog, which will be distributed to consumers free of cost in Japan, and will
be in Japanese. The catalog will consist of approximately 200 pages of American
merchandise product listings and approximately 40 pages of advertising,
editorial and promotional material on the products and brands included in our
catalog. We expect the initial catalog circulation to reach approximately 2
million shoppers. The catalog will be designed to target Japanese women from
varied age groups, as the company expects the large majority of its customers to
be women.We will
also target consumers through our website at www.aspire-japan.com. The website
will be developed in Japan and will contain an online copy of the catalog in
Japanese and will provide an option to order merchandise directly from the
website.
 
 By
aggregating the merchandise of various participating merchants into a single
location in our print catalog and on our Web site, we will offer our Japanese
consumers a diverse variety of products from numerous retailers and product
categories. Our initial catalog will focus primarily on women’s clothing and
fashion accessories. In the future we intend to add health and beauty aids,
children's toys, executive gifts, educational products, gourmet cooking aids,
exercise equipment, jewelry, luggage, travel aids, and home accessories. At the
time of this filing, we are in discussion with American merchandise brands but
have not entered into contract with any American merchandise brands to sell
their products, nor have we entered into contract for advertising of any
American merchandise Brands in our catalog.
  Revenue
Streams
 
 We intend
to generate revenues from two sources; the primary source for revenue will be in
the form of a mark-up on goods ordered by Japanese consumers through us.
Initially, the company plans to buy the goods ordered from suppliers at market
prices and supply them to consumers at a mark-up of up to 30%. We believe that
the Japanese consumers will pay this mark-up for the benefit of having easier
accessibility to American goods presented to them in their native Japanese
language.
 
 Additionally,
we intend to generate revenue from placement fees, through contracts for fees
paid by merchant companies that list their products in our catalog. We believe
that suppliers of well known American merchandise brands will pay placement fees
in order to further establish their companies brand equity in the Japanese
market. We will charge a placement fee to American companies for listing their
products in the Aspire catalog at an average rate of $25,000 per page, per
issue. We believe that American companies would be willing to pay this fee
because of the exposure we will create by our distribution and our marketing
efforts which will give them direct access to the Japanese market without their
having to spend money on market research and will allow them to overcome
cultural and linguistic differences that normally make access to the Japanese
market difficult. Additionally, upon our opening a U.S. based logistics center,
American companies will only be shipping products domestically and thereby they
will avoid potential customs and tariff issues. An important component of our
business model is based on US suppliers shipping domestically within the US so
that they do not have the cost and concern of managing the logistics and
shipping of goods to Japan. We will manage all the logistics of shipping from
the USA to Japan and will be responsible for all customs, tariffs and other
issues that may arise from shipping consumer goods from the USA to
Japan.
  4
    Marketing
  We plan
to position ourselves as a value added bridge between Japanese consumers and
American merchandise brands. The company will become a provider of American
merchandise brands to Japanese consumers and to also serve as a gateway for
American suppliers to the Japanese retail market.Throughout all of our
marketing and promotional activities we seek to present a consistent brand
image. The primary initiatives throughout  2008 will be aimed at
attracting American merchandise brands and new customers while building overall
brand awareness for Aspire Japan.  At this time Ken Osako will lead
the marketing and promotional campaign.
  We intend
to be able to create an extensive proprietary database of customer information
including customer demographics, purchasing history, and proximity to an
existing or planned premium retail store. We believe our ability to effectively
design and manage our future marketing and promotional programs is enhanced by
this source of information, allowing us to adjust the frequency, timing and
content of each program to maximize the benefit gained. We have not yet
developed our database systems and plan to begin doing upon obtaining additional
financing.
 Competition
 
 The
distribution channels for our products are highly competitive. From time to time
in the catalog business, competitors, typically other catalog retailers, will
attempt to secure contracts with various American merchandise brands to offer
merchandise to their consumers. We also face competition for consumers from
retailers, duty-free retailers, specialty stores, department stores and
specialty and general merchandise catalogs, many of which have greater financial
and marketing resources than we have.
 
 The
Internet online commerce market is rapidly evolving and intensely competitive.
Barriers to entry are minimal and current and new competitors can launch new Web
sites at a relatively low cost. Many competitors in this area have greater
financial, technical and marketing resources than the Company. In addition, new
internet based software programs including search engine optimization, RSS (Rich
Site Summary) which is a format for delivering regularly changing web content.
Many news-related sites, weblogs and other online publishers syndicate their
content as an RSS Feed to whomever wants it, database management, logistics and
database management technologies and the expansion of existing technologies may
increase the competitive pressures on online retailers, including the
Company.
   5
  
 Continued
advancement in technology and increasing access to that technology is paving the
way for growth in direct marketing. We believe that we can be well- positioned
within the Japanese consumer market with our plan of supplying American
merchandise brands to Japanese consumer and that our exposure to both the
Japanese and American cultures gives us a competitive advantage. At the time of
this filing, we are not aware of any specific company that has implemented a
similar business model targeted a consolidation of American Products to the
Japanese Consumer market and believe our business model to be unique to the
Japanese consumer market. The distribution channels for our products are highly
competitive and thereby from time to time, competitors, typically other catalog
retailers may attempt to replicate our business model many of which have greater
financial and marketing resources than we currently have,
 
 Employees
 
 We
currently have no employees other than Ken Osako our sole officer and
director.
  Item
2. Description
of Property.
  We
presently maintain our principal offices at an executive office located 4695
MacArthur Court, 11th Floor, Newport Beach, CA 92660 and the telephone number is
(949) 798-6138.
 
 Item
3. Legal
Proceedings.
 
 The
Company  is not a party to any pending or threatened legal
proceedings.
  Item
4. Submission
of Matters to a Vote of Security Holders.
  None.
  PART II
  Item
5.  Market for Common Equity and Related Stockholder
Matters.
 
 Market
Information
 
 Our
common stock has traded on the OTC Bulletin Board system under the symbol “ASJP”
since November 19, 2007. There is a limited trading market for our Common Stock.
The following table sets forth the range of high and low bid quotations for each
quarter within the last fiscal year. These quotations as reported by the OTCBB
reflect inter-dealer prices without retail mark-up, mark-down, or commissions
and may not necessarily represent actual transactions.
  High
              
              
              LowNovember
      19, 2007 to current
              
              $
              3.25
              
              
              $
              3.00
  The
source of these high and low prices was the Quotemedia.com. These quotations
reflect inter-dealer prices, without retail mark-up, markdown or commissions and
may not represent actual transactions. The high and low prices listed have been
rounded up to the next highest two decimal places.
 
 The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
 
 Holders
 
 As of May
15, 2008, in accordance with our transfer agent records, we had 50 holders of
our Common Stock.
    6
 
 Dividends
 
 Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available therefore. We have
never declared or paid any dividends on our common stock. We intend to retain
any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock
to our stockholders for the foreseeable future.
 
 Recent Sales of Unregistered
Securities
  
 None.
 
 Item
6. Management’s Discussion and Analysis or
Plan of Operations.
 
 The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
  Plan of
Operations
 
 We
anticipate that our operational as well as general and administrative expenses
for the next 12 months will total $1,475,000. The breakdown is as
follows:
  Marketing Materials
                  
                  $
                  50,000Website
      development
                  
                  $
                  75,000Merchant
      Development
                  
                  $
                  75,000Legal/Accounting
                  
                  $
                  75,000General/Administrative
                  
                  $
                  1,200,000Total
                  
                  $
                  1,475,000
 
 Because of the nature of the Company as a development stage company, it
is unlikely that it could make a public sale of securities or be able to borrow
any significant sum from either a commercial or private lender. We intend
on financing operations primarily through funds raised in private
placements. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
  7
 
 Capital Resources and
Liquidity
  We are
currently financing operations primarily through funds raised in private
placements August 30, 2006, November 30, 2006, and April 2007. In August 2006,
we completed an offering in which we raised a total of $6,700.  In
November 2006, we completed an offering in which we raised a total of $275,000.
In April 2007, we raised $435,000.  As of January 31, 2008, we had
cash of approximately $27,884.
  We do not
believe we can satisfy our cash requirements for the next twelve months
from revenue and through funds raised in our private placements. We plan to
raise additional capital to be used for operating capital.. We intend
to raise these funds through additional private placements. We have not
identified any sources of capital, lines of credit or loans at this time.
Completion of our plan of operation is subject to attaining adequate revenue and
through funds raised from private placements. We cannot assure investors that
adequate revenues will be generated. In the event we are not successful in
reaching our initial revenue targets, Management believes that it will raise the
funds required and we would then be able to proceed with our business plan for
the development and marketing of our products and services along with the
commencement of our business activities in 2008.
 In the
absence of our projected revenues and the absence of additional capital we may
be unable to proceed with our plan of operations. We anticipate that depending
on market conditions and our plan of operations, we would incur operating losses
in the foreseeable future. We base this expectation, in part, on the fact that
we may not be able to generate enough gross profit from our operations to cover
our operating expenses. Consequently, there is substantial doubt about our
ability to continue to operate as a going concern.
  As
reflected in the accompanying financial statements, we are in the development
stage, have a working capital deficiency of $1,240,975, a stockholders
deficiency of $1,228,852 and have a negative cash flow from operations of
$1,444,608 from inception. This raises substantial doubt about its ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
  We have
completed our efforts to become a public company and by doing so we have
incurred and will continue to incur additional significant expenses for legal,
accounting and related services.  As a public entity, subject to the
reporting requirements of the Securities Exchange Act of 1934, there are be
ongoing expenses associated with the ongoing professional fees for accounting,
legal and a host of other expenses for annual reports and proxy statements as
well as costs for (i) increased marketing and advertising to support any growth
in sales for us; (ii) potential to hire additional personnel to manage and
expand our operations. Moving forward, and dependent upon the execution of
our business plan, we anticipate that our monthly expenses will increase to
$100,000 per month during the next twelve months.
  Results of
Operation
  We did
not have any operating income from inception through January 31, 2008. For the
year ended January 31, 2008, we recognized a net loss of $2,108,895 and for the
period from inception through January 31, 2008, we recognized a net loss of
$2,148,513.  Expenses for the period were comprised of costs of
professional fees of $240,244, marketing expenses of $156,562, consulting fees
of $151,510, compensation of $281,031, severance expense of $466,730 and general
and administrative expensive of $772,685.
  Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
 
 Subsequent
Events
 
 On
February 29, 2008 we entered into a twelve month unsecured note payable for
$9,454.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on February 28, 2009.
 
 On March
3, 2008 we entered into a twelve month unsecured note payable for
$9,609.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 2,
2009.
  8
  
 
 On March
13, 2008 we entered into a twelve month unsecured note payable for
$19,472.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 12, 2009.
 
 On March
18, 2008 we entered into a Debt Conversion Agreement with a note
holder.  Pursuant to the Agreement the Holder converted $582,450 in
debt currently owed by us to the Holder into shares of common stock. .The debt
owed by us was converted into 194,150 common shares of our common stock at a
conversion price of $3.00.
  On April
28, 2008 we entered into a twelve month unsecured note payable for
$28,371.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on April 27, 2009.
  Between
February 15, 2008 and April 28, 2008 our President loaned us a total of $80,847.
The Company entered into a twelve month unsecured notes payable at a rate
of 10%, with principle and interest due and payable in twelve months from
issuance.
 Between
February 1, 2008 and March 31, 2008 our President was repaid a total of $25,000
of his loans outstanding.
 Critical Accounting
Policies
  The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
  Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of
operations.
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115 ”. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities ” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”.   The adoption of this statement is
not expected to have a material effect on the Company's financial
statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51
”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.
   9
  
 SFAS No.
160 affects those entities that have an outstanding noncontrolling interest in
one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
 
 Item
7. Financial
Statements.
 
   10
   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors of:
 Aspire
Japan, Inc.
 
 We have
audited the accompanying balance sheet of Aspire Japan, Inc. (a development
stage company) as of January 31, 2008, and the related statements of operations,
changes in stockholders’ equity (deficit) and cash flows for the two years then
ended and the period February 2, 2005 (inception) to January 31, 2008. 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 the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about 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.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Aspire Japan (a development stage
company) as of January 31, 2008 and the results of its operations and its cash
flows for the two years then ended and the period February 2, 2005 (inception)
to January 31, 2008 in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 9 to the financial
statements, the Company has an accumulated deficit of $2,148,513, a working
capital deficiency of $1,240,975, a stockholders deficiency of $1,228,852 and
used cash in operations of $1,444,608 from inception. These factors raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans concerning these matters are also
described in Note 9. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
  WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 May 12,
2008
   11
   Aspire
      Japan, Inc. (f/k/a Dream Media, Inc.)(a
      development stage company)BALANCE
      SHEETJanuary 31,
      2008(Audited)ASSETSCURRENT
      ASSETSCash
                
                $
                27,884Prepaid
      expenses
                
                
                2,726TOTAL
      CURRENT ASSETS
                
                
                30,610PROPERTY AND
      EQUIPMENT, NET
                
                
                3,986OTHER
      ASSETSDeposits
                
                
                8,137TOTAL
      ASSETS
                
                $
                42,733LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                18,186Accrued
      interest
                
                
                40,921Accrued
      severance
                
                
                446,730Note
      payable
                
                
                694,161Loan
      payable -related party
                
                
                71,587TOTAL
      CURRENT LIABILITIES
                
                
                1,271,585STOCKHOLDERS'
      DEFICITPreferred Stock
      - Par value $.001;Authorized:
      50,000,000Issued
      and Outstanding: none
                
                
                -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 7,660,000
                
                
                7,660Additional
      Paid-In Capital
                
                
                917,140Other
      Comprehensive Income (Loss)
                
                
                (5,139
                )Accumulated
      Deficit during development stage
                
                
                (2,148,513
                )Total
      Stockholders' Deficit
                
                
                (1,228,852
                )TOTAL
      LIABILITIES AND DEFICIT
                
                $
                42,733
  The
accompanying notes are an integral part of these financial
statements.
   12
   Aspire
      Japan, Inc. (f/k/a Dream Media, Inc.)(a
      development stage company)STATEMENT
      OF OPERATIONS AND COMPREHENSIVE LOSS(Audited)For
      the periodFebruary
      2, 2005For
      the Year Ended January 31,
                
                
                (inception)
      to2008
                
                
                2007
                
                
                January
      31, 2008Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      ExpensesProfessional
      Fees
                
                
                240,244
                
                
                
                23,893
                
                
                
                264,137Marketing
      Expenses
                
                
                156,562
                
                
                
                -
                
                
                
                156,562Consulting
      Fees
                
                
                151,510
                
                
                
                -
                
                
                
                151,510Compensation
      Expense
                
                
                281,031
                
                
                
                -
                
                
                
                281,031Severance
      Expense
                
                
                466,730
                
                
                
                -
                
                
                
                466,730General
      and administrative
                
                
                772,685
                
                
                
                13,500
                
                
                
                788,410Total
      Operating Expenses
                
                
                2,068,762
                
                
                
                37,393
                
                
                
                2,108,380Loss
      from Operations
                
                
                (2,068,762
                )
                
                
                (37,393
                )
                
                
                (2,108,380
                )Interest
      Income
                
                
                2,618
                
                
                
                -
                
                
                
                2,618Foreign
      Currency Transaction Loss
                
                
                (1,830
                )
                
                
                
                
                
                
                (1,830
                )Interest
      Expense
                
                
                (40,921
                )
                
                
                
                
                
                
                (40,921
                )Total
      Other Income/Expense
                
                
                (40,133
                )
                
                
                -
                
                
                
                (40,133
                )Provision
      for Income Taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Loss
                
                
                (2,108,895
                )
                
                
                (37,393
                )
                
                
                (2,148,513
                )Other
      Comprehensive IncomeForeign
      Currency Translation Loss
                
                
                (5,139
                )
                
                
                -
                
                
                
                (5,139
                )Comprehensive
      Loss
                
                $
                (2,114,034
                )
                
                $
                (37,393
                )
                
                
                (2,153,652
                )Net
      Loss Per Share  - Basic and Diluted
                
                $
                (0.28
                )
                
                $
                (0.01
                )Weighted
      average number of shares outstanding
                
                
                7,532,349
                
                
                
                2,679,589during
      the period - basic and diluted
   The
accompanying notes are an integral part of these financial
statements.
   13
   Aspire
      Japan, Inc. (f/k/a Dream Media, Inc.)(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' DEFICITFrom
      inception (February 2, 2005) through January 31, 2008(Audited)Additional
                
                
                Accumulated
                
                
                OtherPreferred
      Stock
                
                
                
                
                
                Common
      Stock
                
                
                
                
                
                Paid
      In
                
                
                Deficit
      During
                
                
                Comprehensive
                
                
                TotalShares
                
                
                Par
                
                
                Shares
                
                
                Par
                
                
                Capital
                
                
                Development
      Stage
                
                
                Income
      (Loss)
                
                
                EquityStock
      Issued in exchangeof
      incorporation expensesFebruary
      2, 2005
                
                
                -
                
                
                $
                -
                
                
                
                100,000
                
                
                $
                100
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                100Net
      Loss for the periodFebruary
      2, 2005 (inception)to
      January 31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,225
                )
                
                
                -
                
                
                
                (2,225
                )Balance,
      January 31, 2006
                
                
                -
                
                
                
                -
                
                
                
                100,000
                
                
                
                100
                
                
                
                -
                
                
                
                (2,225
                )
                
                
                -
                
                
                
                (2,125
                )Stock
      Issued for cash onSeptember
      15, 2006 at $0.001per
      share from private placement
                
                
                -
                
                
                
                -
                
                
                
                6,700,000
                
                
                
                6,700
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                6,700Stock
      Issued for cash onNovember
      6, 2006 at $1.00
                
                
                -
                
                
                
                -
                
                
                
                275,000
                
                
                
                275
                
                
                
                274,725
                
                
                
                -
                
                
                
                -
                
                
                
                275,000per
      share from private placementIn
      Kind contribution
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                0
                
                
                
                7,000
                
                
                
                -
                
                
                
                -
                
                
                
                7,000Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                0
                
                
                
                -
                
                
                
                (37,393
                )
                
                
                -
                
                
                
                (37,393
                )Balance,
      January 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                7,075,000
                
                
                
                7,075
                
                
                
                281,725
                
                
                
                (39,618
                )
                
                
                -
                
                
                
                249,182Stock
      Issued for cash onApril
      16, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                20,000
                
                
                
                20
                
                
                
                19,980
                
                
                
                -
                
                
                
                -
                
                
                
                20,000Stock
      Issued for cash onApril
      18, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                10,000
                
                
                
                10
                
                
                
                9,990
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Stock
      Issued for cash onApril
      19, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                15,000
                
                
                
                15
                
                
                
                14,985
                
                
                
                -
                
                
                
                -
                
                
                
                15,000Stock
      Issued for cash onApril
      20, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                30,000
                
                
                
                30
                
                
                
                29,970
                
                
                
                -
                
                
                
                -
                
                
                
                30,000Stock
      Issued for cash onApril
      25, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                260,000
                
                
                
                260
                
                
                
                259,740
                
                
                
                -
                
                
                
                -
                
                
                
                260,000Stock
      Issued for cash onApril
      26, 2007 at $1.00per
      share from private placement
                
                
                -
                
                
                
                
                
                
                
                100,000
                
                
                
                100
                
                
                
                99,900
                
                
                
                -
                
                
                
                -
                
                
                
                100,000Stock
      Issued for services inApril
      2007 at $1.00
                
                
                -
                
                
                
                
                
                
                
                100,000
                
                
                
                100
                
                
                
                99,900
                
                
                
                
                
                
                
                -
                
                
                
                100,000Stock
      Issued in exchangefor
      legal expensesJune
      30, 2007 at $1.00
                
                
                -
                
                
                
                
                
                
                
                50,000
                
                
                
                50
                
                
                
                49,950
                
                
                
                -
                
                
                
                -
                
                
                
                50,000In
      Kind contribution
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                51,000
                
                
                
                -
                
                
                
                -
                
                
                
                51,000Net
      Loss for the year
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,108,895
                )
                
                
                -
                
                
                
                (2,108,895
                )ended
      January 31, 2008Other
      Comprehensive Income
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,139
                )
                
                
                (5,139
                )Total
      Comprehensive Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,114,034
                )Balance,
      December 31, 2008
                
                
                -
                
                
                $
                -
                
                
                
                7,660,000
                
                
                $
                7,660
                
                
                $
                917,140
                
                
                $
                (2,148,513
                )
                
                $
                (5,139
                )
                
                $
                (1,228,852
                )
  The
accompanying notes are an integral part of these financial
statements.
   14
  Aspire
      Japan, Inc. (f/k/a Dream Media, Inc.)(a
      development stage company)STATEMENTS
      OF CASH FLOWS(AUDITED)For
      the periodFebruary
      2, 2005For
      the Year Ended January 31,
                
                
                (inception)
      to2008
                
                
                2007
                
                
                January
      31, 2008Cash
      Flows From Operating Activities:Net
      Loss
                
                $
                (2,108,895
                )
                
                $
                (37,393
                )
                
                $
                (2,148,513
                )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                
                
                51,000
                
                
                
                7,000
                
                
                
                58,000Stock
      issued for incorporation expense
                
                
                -
                
                
                
                -
                
                
                
                100Stock
      issued for services
                
                
                150,000
                
                
                
                -
                
                
                
                150,000Depreciation
                
                
                831
                
                
                
                -
                
                
                
                831Changes
      in operating assets and liabilities:(Increase)/Decrease
      in Deposits
                
                
                (8,137
                )
                
                
                -
                
                
                
                (8,137
                )(Increase)/Decrease
      in Prepaid Expenses
                
                
                25,221
                
                
                
                (27,947
                )
                
                
                (2,726
                )Increase/
      (Decrease) in  Accounts Payable and  Accrued
      Expenses
                
                
                13,601
                
                
                
                2,460
                
                
                
                18,186Increase/
      (Decrease) in  Accrued Interest
                
                
                40,921
                
                
                
                -
                
                
                
                40,921Increase/
      (Decrease) in  Accrued Severance
                
                
                446,730
                
                
                
                -
                
                
                
                446,730Net
      Cash Used In Operating Activities
                
                
                (1,388,728
                )
                
                
                (55,880
                )
                
                
                (1,444,608
                )Cash
      Flows From Investing Activities:Cash
      paid for Property, Plant, &  Equipment
                
                
                (4,817
                )
                
                
                -
                
                
                
                (4,817
                )Net
      Cash Used In Investing Activities
                
                
                (4,817
                )
                
                
                -
                
                
                
                (4,817
                )Cash
      Flows From Financing Activities:Proceeds
      from Note Payable
                
                
                209,437
                
                
                
                101,680
                
                
                
                311,117Repayment
      of Note Payable - related party
                
                
                (239,530
                )
                
                
                -
                
                
                
                (239,530
                )Proceeds
      from Note Payable - related party
                
                
                694,161
                
                
                
                -
                
                
                
                694,161Proceeds
      from Common Stock issuance
                
                
                435,000
                
                
                
                281,700
                
                
                
                716,700Net
      Cash Provided by Financing Activities
                
                
                1,099,068
                
                
                
                383,380
                
                
                
                1,482,448Net
      In(de)crease in Cash
                
                
                (294,477
                )
                
                
                327,500
                
                
                
                33,023Effect
      of Exchange Rate on Cash
                
                
                (5,139
                )
                
                
                
                
                
                
                (5,139
                )Cash
      at Beginning of Period
                
                
                327,500
                
                
                
                -
                
                
                
                -Cash
      at End of Period
                
                $
                27,884
                
                
                $
                327,500
                
                
                $
                27,884Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                516
                
                
                $
                -
                
                
                $
                516Cash
      paid for taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  The
accompanying notes are an integral part of these financial
statements.
  15
  Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 
 
 NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 ASPIRE
JAPAN, INC. (f/k/aDream Media,, Inc.) (the Company) was incorporated on February
2, 2005 in the State of Delaware. In September 2006, the Company became actively
engaged in raising capital in order to implement its business plan to deliver
products from American sources directly to the Japanese consumer. The Company
has not had any significant operations or activities from inception;
accordingly, the Company is deemed to be in the development stage.
  Use of
Estimates:
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual results
could differ from those results.
  Revenue
Recognition
  The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
 
 Cash and
Cash Equivalents, and Credit Risk:
 
 For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
 
 The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $100,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At January 31, 2008 the Company had $0 in cash that was uninsured.
  In addition, at January 31, 2008, the Company had total cash of $9
in a Japanese bank which is uninsured.
 Property
and Equipment
  Property
and equipment are stated at cost, less accumulated depreciation. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is
provided using the straight-line method over the estimated useful life of five
years.
  Advertising
Costs
 
 Advertising
costs are expensed as incurred. Total advertising costs charged
to operations for the years ended January 31,2008  and 2007 and
the period February 2, 2005 (Inception) to January 31, 2008  amounted
to $156,562, $0 and $156,562 respectively.
  Income
Taxes:
 
  The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. As of
January 31, 2008 the Company has a net operating loss carry forward of
approximately $2,148,500 available to offset future taxable income through 2028.
The valuation allowance at January 31, 2008 was $708,883. The net change in
the valuation allowance for the year ended January 31, 2008 was an increase
of $697,743.
 16
  Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 Stock
Compensation
 
 The
Company adopted SFAS No. 123R,Share-Based
Payment(“SFAS 123R”), which requires all stock-based payments to
employees, including grants of employee stock options, to be recognized in the
financial statements  based on their fair values.   The
Company accounts for stock-based compensation arrangements with nonemployees in
accordance with the Emerging Issues Task Force Abstract No. 96-18,Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services.   The Company
records the expense of such services to employees and non employees based on the
estimated fair value of the equity instrument using the Black-Scholes pricing
model.
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s financial instruments including accounts
payable and loans and notes payable approximate fair value due to the relatively
short period to maturity for this instrument.
  Foreign
Currency Translation
  The
functional currency of the Company is the United States Dollar.  The
financial statements of the Company are translated to United States dollars
using year-end exchange rates as to assets and liabilities and average exchange
rates as to revenues and expenses.  Capital accounts are translated at
their historical exchange rates when the capital transaction
occurred.  Net gains and losses resulting from foreign exchange
translations are included in the statements of operations and stockholders’
equity as other comprehensive income (loss).
  Earnings
Per Share:
  Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of January 31, 2008 and 2007 there were no common
share equivalents outstanding.
 
 Recent
Accounting Pronouncements
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of
operations.
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115 ”. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities ” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”.   The adoption of this statement is
not expected to have a material effect on the Company's financial
statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51
”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.
   17
 Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 
 SFAS No.
160 affects those entities that have an outstanding noncontrolling interest in
one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for financial statements
issued for fiscal years and interim periods beginning after November 15,
2008, with early application permitted. We are currently evaluating the
disclosure implications of this statement.
 
 NOTE
2 - PROPERTY AND EQUIPMENT
  Property
and equipment at January  31, 2008 were as follows:
  Computer
                
                $
                4,817Less
      accumulated depreciation
                
                
                (831
                )$
                3,986
  During
the year ended January 31, 2008 and 2007, and the period February 2, 2005
(Inception) to January 31, 2008 the Company recorded depreciation expense
of $831, $0, and $831, respectively.
  NOTE
3 – ACCRUED SEVERANCE
 
 In
January 2008 the Company entered into a separation agreement with its former
President and Chief Executive Officer. The Company agreed to pay him a total of
$230,000. The payment terms are as follows $30,000 monthly beginning January 31,
2008 and a final payment of $50,000 payable July 31, 2008.  As of
January 31, 2008 the Company had paid the former President and Chief Executive
officer a total of $20,000 and accrued $210,000.  In
December 2007 the Company terminated it Executive Vice-President. As
of May 2008 the Company has not entered into a any settlement agreement
with the former Executive Vice-President and has  recorded accrued
severance in the amount of  $236,730 pursuant to the terms of his
employment agreement.
 NOTE
4 - RELATED PARTY TRANSACTIONS
 
 During
the year ending January 31, 2007, the Company received $101,680 from a related
party officer and director.  The amount is due in July 2007 and bears
interest of 6% per annum. (See Note 5).
 
 During
the year ended January 31, 2008, the Company received $5,835 from a related
party officer and director.  The amount is due on demand and bears
interest of 6% per annum. (See Note 5).
 
 During
the year ended January 31, 2008, the Company repaid $105,326 of the note payable
to the related party officer and director. (See Note 5).
  During
the year ended January 31, 2007, the Company received a loan of $203,602 from a
related party officer and director.  This amount bears interest at a
rate of 10% per annum and is payable anytime before March 24, 2008. (See Note
5).
 During
the year ended January 31, 2008, the Company repaid $134,204 of the note payable
to the related party officer and director. (See Note 5).
   18
  Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 As of
January 31, 2008 the related party officer and director is owed a total
of $71,587 and accrued interest of $1,610. The Company recorded interest
expense during the year ended January 31, 2008 of $516. (See Note
5).
  NOTE
5 – NOTE AND LOAN PAYABLE -RELATED PARTY
  During
the year ending January 31, 2007, the Company received $101,680 from a related
party officer and director.  The amount is due in July 2007 and bears
interest of 6% per annum.
 
 During
the year ended January 31, 2008, the Company received $5,835 from a related
party officer and director.  The amount is due on demand and bears
interest of 6% per annum.
 
 During
the year ended January 31, 2008, the Company repaid $105,326 of the note payable
to the related party officer and director.
 
 During
the year ended January 31, 2008, the Company received a loan of $203,602 from a
related party officer and director.  This amount bears interest at a
rate of 10% per annum and is payable anytime before March 24, 2008.
 
 During
the year ended January 31, 2008, the Company repaid $134,204 of the note payable
to the related party officer and director.
 
 As of
January 31, 2008 the related party officer and director is owed a total
of $71,587 and accrued interest of $1,610. The Company recorded interest
expense during the year ended January 31, 2008 of $516.
 NOTE
6 – NOTE PAYABLE
 
 On July
11, 2007, the Company entered into a twelve month unsecured note payable for
$200,000.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on July 10, 2008. Accrued interest at
January 31, 2008 was $20,148.
 
 On August
28, 2007, the Company entered into a twelve month unsecured note payable for
$85,419.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on August 30, 2008. Accrued interest at
January 31, 2008 was $6,445.
 On
October 10, 2007, the Company entered into a twelve month unsecured note payable
for $59,177.  The note will accrue interest at a rate of
18%, with principle and interest due and payable on October 9, 2008.
Accrued interest at January 31, 2008 was $3,298.
 
 On
October 12, 2007, the Company entered into a twelve month unsecured note payable
for $33,767.  The note will accrue interest at a rate of
18%, with principle and interest due and payable on October 11, 2008.
Accrued interest at January 31, 2008 was $1,848.
 On
November 12, 2007, the Company entered into a twelve month unsecured note
payable for $9,040.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 11, 2008. Accrued
interest at January 31, 2008 was $357.
 
 On
November 15, 2007, the Company entered into a twelve month unsecured note
payable for $78,456.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 16, 2008. Accrued
interest at January 31, 2008 was $2,979.
 
 On
November 26, 2007, the Company entered into a twelve month unsecured note
payable for $64,391.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 27, 2008. Accrued
interest at January 31, 2008 was $2,096.
 
 On
December 28, 2007, the Company entered into a twelve month unsecured note
payable for $127,627.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on December 29, 2008. Accrued
interest at January 31, 2008 was $2,140
 
 On
January 31, 2008, the Company entered into a twelve month unsecured note payable
for $36,284.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on January 31, 2009. Accrued
interest at January 31, 2008 was $0.
  NOTE 7
-- SHAREHOLDERS' EQUITY
 
 Common
and Preferred Stock:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 During
2005, the Company issued 100,000 shares for the amount of $100 ($0.001 per
share) in exchange of the incorporation expenses for the Company.
   19
 Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 During
September 2006, the Company issued 6,700,000 shares of common stock at ($0.001
per share) in a private placement offering exempt from registration with the
U.S. Securities Act of 1933 for a total value of $6,700.
 
 During
November 2006, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 275,000 shares of common stock for a value of $275,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 435,000 shares of common stock for a value of $435,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company issued 100,000 shares of common stock valued at a recent
cash offering price of $100,000 or $1.00 per share to a consultant for providing
strategic planning services.  The Company is amortized the value of
the shares over the contract period of six months.
 
 During
June 2007, the Company issued 50,000 shares of common stock for legal
services.  The shares were valued at $50,000 or $1.00 per share
based on a recent cash offering price.
  In-Kind
Contribution of Compensation
 
 During
the year ended January 31, 2007, the Company recorded $7,000 as in-kind
contribution of salary for services provided by its president.
 
 During
the year ended January 31, 2008, the Company recorded $51,000 as in-kind
contribution of salary for services provided by its President.
  NOTE 8
- COMMITMENTS AND CONTINGENCIES
  On August
27, 2007, the Company entered into a two year office lease in Osaka,
Japan.  The lease requires monthly payments of approximately $1,867
per month and is personally guaranteed by the Company’s founder.
 Future minimum lease
payments:
 2009       $13,069
  NOTE
9 - GOING CONCERN
 
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has an accumulated
deficit of $2,148,513, a working capital deficiency of $1,240,975, a
stockholders deficiency of $1,228,852 and used cash in operations of
$1,444,608 from inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management continues to
actively seek additional sources of capital to fund current and future
operations. There is no assurance that the Company will be successful in
continuing to raise additional capital and establish probable or proven
reserves. These financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
  NOTE 10
- SUBSEQUENT EVENTS
  On
February 29, 2008 the Company entered into a twelve month unsecured note payable
for $9,454.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on February 28, 2009.
 
 On March
3, 2008 the Company entered into a twelve month unsecured note payable for
$9,609.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 2, 2009.
 
 On March
13, 2008 the Company entered into a twelve month unsecured note payable for
$19,472.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 12, 2009.
   20
  Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2008
 (Audited)
 On March
18, 2008 the Company entered into a Debt Conversion Agreement with a note
holder.  Pursuant to the Agreement the Holder converted $582,450 in
debt currently owed by the Company to the Holder into shares of common
stock.  The debt owed by the Company was converted into 194,150 common
shares of the Company’s common stock at a conversion price of
$3.00.
  On April
28, 2008 the Company entered into a twelve month unsecured note payable for
$28,371.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on April 27, 2009.
  Between
February 15, 2008 and April 28, 2008 the Company’s President loaned the Company
a total of $80,847. The Company entered into a twelve month unsecured notes
payable at a rate of 10%, with principle and interest due and payable in
twelve months from issuance.
 
 Between
February 1, 2008 and March 31, 2008 the Company’s President was repaid a total
of $25,000 of his loans outstanding
  21
  Item
8. Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
  Item
8A Controls and
Procedures.
  Evaluation of Disclosure
Controls and Procedures
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, the Company
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31,
2007. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that the Company’s disclosure controls and
procedures were not sufficiently effective to ensure that information required
to be disclosed by the Company in the reports  filed or submitted
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms and that the Company’s disclosure and controls are designed to ensure that
information required to be disclosed by the Company  in the reports
that we file or submit under the Exchange Act is accumulated and communicated
to  management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
  As part
of our evaluation of our disclosure controls and procedures as of January 31,
2008, management considered the impact of weaknesses in our disclosure
controls and procedure.  These weaknesses were as
follows:
 
 s
                we
      lacked a system of marking bills paid and tracking payments made on behalf
      of the Company by our principal shareholder;s
                we
      lacked an appropriate designation of functions, such as billing, to assure
      the timely and efficient management of our invoices and providing
      supporting documentation for our
expense;
 
 The
Company has instituted additional policies to improve our disclosure controls
and procedures. These include but are not limited to:
 
 1)
Requiring that copies of all contracts, regardless of size, be provided to our
finance department promptly after execution; and
 
 2)
Requiring that the payment function be performed within our finance
department;
  We
believe that the implementation of these steps and others will allow us, in the
future, to conclude that our disclosure controls and procedures are effective to
ensure that material information is recorded, processed, summarized and reported
by management on a timely basis in order to comply with our disclosure
obligations under the Exchange Act and the rules and regulations.
 
 Other
than the matters discussed above, there were no changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in the
internal controls over financial reporting  that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  Management’s Report on
Internal Controls over Financial Reporting
 
 Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.  There has been no change in the Company’s
internal control over financial reporting during the year ended January 31, 2008
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
 
 The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
 
 Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was not effective as of
January 31, 2008 as set forth above.
  Item
8B. Other Information.
  None.
 
 
   PART III
   Item 9.Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.
  Our sole
executive officer and director and his age as of May 15, 2008 is as
follows:
  NAME
              AGE
              POSITIONKen
      Osako
              36
              President,
      Chief Executive Officer, Chief Financial Officer, Chairman of the Board of
      Directors
  Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
  KEN OSAKO is our President,
Chief Executive Officer and Chief Financial Officer as well as Chairman of our
Board of Directors. Mr. Osako is 36 years old. From 2004 to the 2007
Mr. Osako has served as CEO of Strategic Capital Consultants, Inc. From
2000 to 2003 Mr. Osako served as President of High Speed Cash, Inc.
Mr. Osako served as CFO for Wheels America Advertising, Inc. from 1998 to
2000. From 1996 to 1997 he served as President of Conversion Specialist. From
1995 to 1996 he served as CFO of Morrison Distributors, Inc. Mr. Osako
graduated from Oglethorpe University in Atlanta, GA with a Bachelors of Science
degree.
 
 Daisuke
David Nakajima tendered his verbal resignation as the Company’s President, Chief
Executive Officer, Chief Marketing Officer, and Director effective December 21,
2007.  The Company has an employment agreement with Mr. Nakajima; in
lieu of this employment agreement the Company has a severance agreement with Mr.
Nakajima.  The resignation was not the result of any disagreement with
the Company on any matter relating to the Company’s operations, policies or
practices. Ken Osako the Company’s current CFO and Chairman of the Board of
Directors was appointed as the Company’s President and Chief Executive Officer
each as of December 21, 2007.
   22
 
 Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board. For the fiscal year ended January 31, 2008,
we did not compensate our sole director for his services.
  Significant
Employees
 
 None.
 
 Family
Relationships
 
 No family
relationships exist among our directors or executive officers.
 
 Involvement in Certain Legal
Proceedings
  To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
  •
              the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;
 
 •
              convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);
 
 •
              subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or
 
 •
              found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.
  23
 
 
 Code of
Ethics
 
 We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer.
 
 Compliance with Section
16(a) of the Exchange Act
  Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
 
 To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were timely filed as of the date of this filing.
  Item
10.                       Executive
Compensation.
  The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us from the date of our inception until January 31, 2008.
 
 SUMMARY
COMPENSATION TABLE
  Annual
      Compensation*Name
      and Principal Position
              Year
              Salary
              Bonus
              Stock
      Awards
                ($)
              Option
      Awards
                ($)
              Non-Equity Incentive Plan
      Compensation ($)
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              All
      Other Compensation
                ($)
              Totals
                ($)Kenji
      Osako,
                President
              2008
              $0
              $0
              $0
              $0
              $0
              $0
              $0
              $02007
              $0
              $0
              $0
              $0
              $0
              $0
              $0
              $0
  * Daisuke
David Nakajima tendered his verbal resignation as the Company’s President, Chief
Executive Officer, Chief Marketing Officer, and Director effective December 21,
2007.  The Company has an employment agreement with Mr. Nakajima; in
lieu of this employment agreement the Company has finalized a severance
agreement in the amount of $230,000 with Mr. Nakajima pursuant to which he was
paid a total of $20,000 and $210,000 has been accrued as of January 31,
2008.
  Stock Option
Grants
  We have
not granted any stock options to our executive officers since our
incorporation.
  Employment
Agreements
  We do not
have an employment or consultant agreement with Mr. Kenji Osako, our Chief
Executive Officer, President, and Chairman of the Board of Directors. Mr. Osako
not has received or accrued any compensation to date and has no written contract
or any commitment to receive annual compensation and has agreed to forego any
salary until such time as the Company has sufficient revenues therefore and/or
receives sufficient outside financing.
 
 Compensation of
Directors
  For the
fiscal year ended January 31, 2008, we did not compensate our sole director for
his services.
   24
  Item
11.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
  The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of May 15, 2008, and by the
officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.
  Title
      of Class
              Name
      and Address of Beneficial Owner
              Amount
      and Nature of Beneficial Owner
              Percent
      of ClassCommon
      Stock
              Kenji
      Osako
              6,610,000
              84.16%Common
      Stock
              All
      executive officers and directors as a group
              6,610,000
              84.16%
 
 The
percent of class is based on 7,854,150 shares of common stock issued and
outstanding as of May 15, 2008.
  Item
12. Certain
Relationships and Related Transactions.
  None.
  Item 13. Exhibits.
 
 EXHIBITNUMBER
              DESCRIPTION3.1
              Articles
      of Incorporation*3.2
              By-Laws*14.1
              Code
      of Ethics**31.1
              Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 193432.1
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002
  * Filed
as an exhibit to the Form SB-2 filed with the SEC on February 6,
2007
 ** Filed
as an exhibit to Form 10-KSB filed with the SEC on May 15, 2007
 
 
 
 
 
 25
  Item
14.
 
 Principal
Accounting Fees and Services.
  Audit
Fees
  For our
fiscal year ended January 31, 2008, we were billed approximately $29,075 for
professional services rendered for the audit and reviews of our financial
statements. For our fiscal year ended January 31, 2007, we were billed
approximately $4,340 for professional services rendered for the audit and
reviews of our financial statements.
  Audit Related
Fees
  For our
fiscal years ended January 31, 2008 and 2007, we did not incur any audit related
fees.
 Tax Fees
  For our
fiscal years ended January 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended January 31, 2008 and
2007.
  Audit and Non-Audit Service
Pre-Approval Policy
 
 In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder, the Audit Committee has adopted an
informal approval policy that it believes will result in an effective and
efficient procedure to pre-approve services performed by the independent
registered public accounting firm.
  Audit Services.Audit services
include the annual financial statement audit (including quarterly reviews) and
other procedures required to be performed by the independent registered public
accounting firm to be able to form an opinion on our financial statements. The
Audit Committee pre-approves specified annual audit services engagement terms
and fees and other specified audit fees. All other audit services must be
specifically pre-approved by the Audit Committee. The Audit Committee monitors
the audit services engagement and may approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope or other
items.
 
 Audit-Related Services.Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements which historically have been provided to us by the independent
registered public accounting firm and are consistent with the SEC’s rules on
auditor independence. The Audit Committee pre-approves specified audit-related
services within pre-approved fee levels. All other audit-related services must
be pre-approved by the Audit Committee.
 
 Tax Services.The Audit
Committee pre-approves specified tax services that the Audit Committee believes
would not impair the independence of the independent registered public
accounting firm and that are consistent with SEC rules and guidance. The Audit
Committee must specifically approve all other tax services.
 
 All Other Services.Other
services are services provided by the independent registered public accounting
firm that do not fall within the established audit, audit-related and tax
services categories. The Audit Committee pre-approves specified other services
that do not fall within any of the specified prohibited categories of
services.
  Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Audit
Committee and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Audit Committee. If there
is any question as to whether a proposed service fits within a pre-approved
service, the Audit Committee chair is consulted for a determination. The Chief
Financial Officer submits requests or applications to provide services that have
not been pre-approved by the Audit Committee, which must include an affirmation
by the Chief Financial Officer and the independent registered public accounting
firm that the request or application is consistent with the SEC’s rules on
auditor independence, to the Audit Committee (or its Chair or any of its other
members pursuant to delegated authority) for approval.
 
 26
  SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  ASPIRE
      JAPAN, INC.By:
              /s/
      Ken OsakoKen
      OsakoPresident,
      Chief Executive Officer,
                Chief
      Financial OfficerDate:
              May
      15, 2008
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Name
              
              Title
              
              Date/s/
      Ken Osako
              
              President,
      Chief Executive Officer,
              
              May
      15, 2008Ken
      Osako
              
              Chief
      Financial Officer