---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

or

[    
]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 000-53976

HORIYOSHI WORLDWIDE
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 98-0513655                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|711 S. Olive Street, Suite 504, Los Angeles, CA,
      USA           | 90014                            
|(Address of principal executive offices)                             | (Zip Code)                       

(213) 221-7819(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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. 
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

[ ] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large accelerated filer [ ] |                                               | Accelerated filer [ ]        
|--------------------------- | --------------------------------------------- | -----------------------------
|Non-accelerated filer [ ]   | (Do not check if a smaller reporting company) | Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act 
[ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. 
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. 60,000,525
common shares issued and outstanding as of November 5, 2010

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TABLE OF CONTENTS

|PART
      I - FINANCIAL INFORMATION | 3            
|------------------------------------ | -------------
|                                     | Item
      1.
|                                     | Item
      2.
|                                     | Item
      3.
|                                     | Item
      4.
|                                     |              
|PART
      II  OTHER INFORMATION    | 19           
|                                     | Item
      1.
|                                     | Item
      2.
|                                     | Item
      3.
|                                     | Item
      4.
|                                     | Item
      5.
|                                     | Item
      6.

2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in our company's Form 10-K filed with the SEC on
March 31, 2010. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2010.

3

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HORIYOSHI WORLDWIDE INC.(A Development Stage
Company)

INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(Unaudited)

******



4

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|HORIYOSHI WORLDWIDE INC.     
|-----------------------------
|(A Development Stage Company)
|Balance
      Sheets         

|                                                                                                                           |   | As of         |   |   | As of       |  
|-------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | - | ----------- | -
|                                                                                                                           |   | September 30, |   |   | December 31 |  
|                                                                                                                           |   | 2010          |   |   | 2009        |  
|                                                                                                                           |   | (Unaudited)   |   |   |             |  
|ASSETS                                                                                                                     |   |               |   |   |             |  
|Current Assets                                                                                                             |   |               |   |   |             |  
|Cash                                                                                                                       | $ | -             |   | $ | 53          |  
|                                                                                                                           |   |               |   |   |             |  
|TOTAL ASSETS                                                                                                               | $ | -             |   | $ | 53          |  
|                                                                                                                           |   |               |   |   |             |  
|                                                                                                                           |   |               |   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                      |   |               |   |   |             |  
|                                                                                                                           |   |               |   |   |             |  
|LIABILITIES                                                                                                                |   |               |   |   |             |  
|Current Liabilities                                                                                                        |   |               |   |   |             |  
|Accounts payable                                                                                                           | $ | 27,275        |   | $ | 1,700       |  
|Due to related party (note 5)                                                                                              |   | 35,684        |   |   | 12,423      |  
|Total Liabilities                                                                                                          |   | 62,959        |   |   | 14,123      |  
|                                                                                                                           |   |               |   |   |             |  
|STOCKHOLDERS DEFICIT (note 3)                                                                                             |   |               |   |   |             |  
|Preferred stock, par value
      $0.001, 100,000,000 shares      authorized, none
      issued and outstanding             |   | -             |   |   | -           |  
|Common stock, par value $0.001, 1,081,100,000
      shares      authorized, 94,866,525 shares issued
      and outstanding |   | 94,867        |   |   | 94,867      |  
|Capital deficiency                                                                                                         |   | (9,367        | ) |   | (9,367      | )
|Deficit accumulated during the development
      stage                                                                     |   | (148,459      | ) |   | (99,570     | )
|Total
      Stockholders Deficit                                                                                          |   | (62,959       | ) |   | (14,070     | )
|                                                                                                                           |   |               |   |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      DEFICIT                                                                          | $ | -             |   | $ | 53          |  

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

- 5 -

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|HORIYOSHI WORLDWIDE INC.        
|--------------------------------
|(A Development Stage Company)   
|Interim Statements of Operations
|(Unaudited)                     

|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   | Cumulative     |  
|---------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | - | - | ------------- | - | - | ---------- | - | - | -------------- | -
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   | From Inception |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   | (November 3,   |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   | 2006) to       |  
|                                                           |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |   |   | September 30, |  
|                                                           |   | 2010                             |   |   | 2009                            |   |   | 2010          |   |   | 2009       |   |   | 2010           |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|REVENUES:                                                  | $ | -                                |   | $ | -                               |   | $ | -             |   | $ | -          |   | $ | -              |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|OPERATING EXPENSES:                                        |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|General and administrative expenses                        |   | 356                              |   |   | 15                              |   |   | 519           |   |   | 88         |   |   | 1,111          |  
|Mining expenses                                            |   | -                                |   |   | -                               |   |   | -             |   |   | -          |   |   | 49,045         |  
|Professional fees                                          |   | 32,131                           |   |   | 2,240                           |   |   | 48,397        |   |   | 13,667     |   |   | 98,722         |  
|Total
      Operating Expenses                             |   | 32,487                           |   |   | 2,255                           |   |   | 48,916        |   |   | 13,755     |   |   | 148,878        |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|OTHER INCOME AND EXPENSE                                   |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|Foreign currency transaction gain                          |   | 11                               |   |   | -                               |   |   | 27            |   |   | -          |   |   | 27             |  
|Interest income                                            |   | -                                |   |   | -                               |   |   | -             |   |   | 4          |   |   | 392            |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|Net Loss Applicable to Common Shares                       | $ | (32,476                          | ) | $ | (2,255                          | ) | $ | (48,889       | ) | $ | (13,751    | ) | $ | (148,459       | )
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|Basic and Diluted Loss per Common
      Share              | $ | (0.00                            | ) | $ | (0.00                           | ) | $ | (0.00         | ) | $ | (0.00      | ) |   |                |  
|                                                           |   |                                  |   |   |                                 |   |   |               |   |   |            |   |   |                |  
|Weighted Average Number of Common
      Shares Outstanding |   | 94,866,525                       |   |   | 94,866,525                      |   |   | 94,866,525    |   |   | 94,866,525 |   |   |                |  

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

- 6 -

---

|HORIYOSHI WORLDWIDE INC.        
|--------------------------------
|(A Development Stage Company)   
|Interim Statements of Cash Flows
|(Unaudited)                     

|                                                          |   |                                 |   |   |               |   |   | Cumulative     |  
|--------------------------------------------------------- | - | ------------------------------- | - | - | ------------- | - | - | -------------- | -
|                                                          |   |                                 |   |   |               |   |   | From Inception |  
|                                                          |   |                                 |   |   |               |   |   | (November 3,   |  
|                                                          |   |                                 |   |   |               |   |   | 2006) to       |  
|                                                          |   | Nine Months Ended September 30, |   |   | September 30, |  
|                                                          |   | 2010                            |   |   | 2009          |   |   | 2010           |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                      |   |                                 |   |   |               |   |   |                |  
|Net loss                                                  | $ | (48,889                         | ) | $ | (13,751       | ) | $ | (148,459       | )
|                                                          |   |                                 |   |   |               |   |   |                |  
|Adjustments to reconcile net loss to                      |   |                                 |   |   |               |   |   |                |  
|net cash used in
      operating activities:              |   |                                 |   |   |               |   |   |                |  
|Changes in operating assets and liabilities:              |   |                                 |   |   |               |   |   |                |  
|Decrease in
      prepaid expenses                        |   | -                               |   |   | 470           |   |   | -              |  
|Increase (decrease) in accounts
      payable             |   | 25,575                          |   |   | (2,060        | ) |   | 27,275         |  
|Net cash used in operating
      activities               |   | (23,314                         | ) |   | (15,341       | ) |   | (121,184       | )
|                                                          |   |                                 |   |   |               |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                      |   |                                 |   |   |               |   |   |                |  
|Net cash provided by (used in) investing
      activities |   | -                               |   |   | -             |   |   | -              |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                      |   |                                 |   |   |               |   |   |                |  
|Advance from related party                                |   | 35,684                          |   |   | 5,510         |   |   | 48,107         |  
|Repayment of advance from related party                   |   | (12,423                         | ) |   |               |   |   | (12,423        | )
|Issuance of common stock for
      cash                   |   | -                               |   |   | -             |   |   | 85,500         |  
|Net cash provided by financing
      activities           |   | 23,261                          |   |   | 5,510         |   |   | 121,184        |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|Net decrease in cash and cash equivalents                 |   | (53                             | ) |   | (9,831        | ) |   | -              |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|Cash and cash equivalents - beginning of period           |   | 53                              |   |   | 10,309        |   |   | -              |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|Cash and cash equivalents - end of period                 | $ | -                               |   | $ | 478           |   | $ | -              |  
|                                                          |   |                                 |   |   |               |   |   |                |  
|Supplemental Cash Flow Disclosure:                        |   |                                 |   |   |               |   |   |                |  
|Cash paid for
      interest                              | $ | -                               |   | $ | -             |   | $ | -              |  
|Cash paid for income taxes                                | $ | -                               |   | $ | -             |   | $ | -              |  

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

- 7 -

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|HORIYOSHI WORLDWIDE INC.             
|-------------------------------------
|(A Development Stage Company)        
|Notes to Interim Financial Statements
|September 30, 2010                   
|(Unaudited)                          

|1. | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Horiyoshi Worldwide Inc. (the Company), a development
      stage company, was incorporated on November 3, 2006 in the State of
      Nevada, U.S.A. The Company was originally incorporated as Kranti
      Resources, Inc. and changed its name to Horiyoshi Worldwide Inc. on June
      17, 2010. It is based in Los Angeles, CA. The accounting and reporting
      policies of the Company conform to accounting principles generally
      accepted in the United States of America, and the Companys fiscal year
      end is December 31.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is a development stage company that initially
      intended to engage primarily in the acquisition, exploration and
      development of resource properties. The Company has changed its business
      to a luxury apparel company. To date, the Companys activities have been
      limited to its formation, the raising of equity capital, and its mining
      exploration work program.                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is considered to be in the development stage
      as defined in FASC 915-10-05 Development Stage Entity, and
      interpreted by the Securities and Exchange Commission for mining companies
      in Industry Guide 7. The Company has been devoting substantially all of
      its efforts to development of business plans and the exploration of
      mineral properties since inception, but has recently discontinued
      exploration on its properties described in Note 5. Management is currently
      contemplating other ventures of merit to enhance stockholder
  value.                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The preparation of the Companys financial statements in
      conformity with accounting principles generally accepted in the United
      States requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities, and disclosure of
      contingent assets and liabilities at the date of the financial statements,
      and the reported amount of revenues and expenses during the reporting
      period. Actual results could differ from those estimates. The Companys
      periodic filings with the Securities and Exchange Commission include,
      where applicable, disclosures of estimates, assumptions, uncertainties and
      markets that could affect the financial statements and future operations
      of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Cash and cash equivalents include cash in banks, money
      market funds, and certificates of term deposits with maturities of less
      than three months from inception, which are readily convertible to known
      amounts of cash and which, in the opinion of management, are subject to an
      insignificant risk of loss in value. The Company had $0 and $53 in cash
      and cash equivalents at September 30, 2010 and December 31, 2009,
      respectively.                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Start-Up Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In accordance with FASC 720-15-20 Start-up
      Activities, the Company expenses all costs incurred in connection
      with the start-up and organization of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 8 -

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|HORIYOSHI WORLDWIDE INC.             
|-------------------------------------
|(A Development Stage Company)        
|Notes to Interim Financial Statements
|September 30, 2010                   
|(Unaudited)                          

|2. | Significant Accounting Policies
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Mineral Acquisition and Exploration
Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company had been in the exploration stage since its
      formation on November 3, 2006 and has not realized any revenue from its
      planned operations. It has been primarily engaged in the acquisition,
      exploration, and development of mining properties. Mineral property
      acquisition and exploration costs were expensed as incurred.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Net Income or (Loss) Per Share of Common
    Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has adopted FASC 260-10-20, Earnings per
      Share,(EPS) which requires presentation of basic and diluted EPS
      on the face of the income statement for all entities with complex capital
      structures and requires a reconciliation of the numerator and denominator
      of the basic EPS computation to the numerator and denominator of the
      diluted EPS computation. In the accompanying financial statements, basic
      earnings (loss) per share is computed by dividing net income (loss) by the
      weighted average number of shares of common stock outstanding during the
      period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The following table sets forth the computation of basic
      and diluted earnings per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                                          |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
| | -------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
| |                                                          |   | 2010                             |   |   | 2009                            |  
| |                                                          |   |                                  |   |   |                                 |  
| | Net loss                                                 | $ | (32,476                          | ) | $ | (2,255                          | )
| |                                                          |   |                                  |   |   |                                 |  
| | Weighted average common shares outstanding
      (Basic) |   | 94,866,525                       |   |   | 94,866,525                      |  
| | Options                                                  |   | -                                |   |   | -                               |  
| | Warrants                                                 |   | -                                |   |   | -                               |  
| | Weighted average common shares outstanding (Diluted)     |   | 94,866,525                       |   |   | 94,866,525                      |  
| |                                                          |   |                                  |   |   |                                 |  
| | Net loss per share (Basic and Diluted)                   | $ | (0.00                            | ) | $ | (0.00                           | )

The Company has no potentially dilutive
securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit
Risk

The Companys financial instruments
that are exposed to concentrations of credit risk primarily consist of its cash
and cash equivalents and related party payables. The Company places its cash and
cash equivalents with financial institutions of high credit worthiness. At
times, its cash and cash equivalents with a particular financial institution may
exceed any applicable government insurance limits. The Companys management
plans to assess the financial strength and credit worthiness of any parties to
which it extends funds, and as such, it believes that any associated credit risk
exposures are limited.

- 9 -

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|HORIYOSHI WORLDWIDE INC.             
|-------------------------------------
|(A Development Stage Company)        
|Notes to Interim Financial Statements
|September 30, 2010                   
|(Unaudited)                          

|2. | Significant Accounting Policies-
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Foreign Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Companys functional and reporting currency is the US
      dollar. All transactions initiated in other currencies are translated into
      US dollars using the exchange rate prevailing on the date of transaction.
      Monetary assets and liabilities denominated in foreign currencies are
      translated into the US dollar at the rate of exchange in effect at the
      balance sheet date. Unrealized exchange gains and losses arising from such
      transactions are deferred until realization and are included as a separate
      component of shareholders equity (deficit) as a component of
      comprehensive income or loss. Upon realization, the amount deferred is
      recognized in income in the period when it is realized.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has realized $27 in exchange gains from
      inception (November 3, 2006) to September 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Comprehensive Income (Loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | FASC Topic No. 220, Comprehensive Income,establishes standards for reporting and display of comprehensive
      income and its components in a full set of general-purpose financial
      statements. From inception (November 3, 2006) to September 30, 2010, the
      Company had no items of other comprehensive income. Therefore, net loss
      equals comprehensive loss from inception (November 3, 2006) to September
      30, 2010.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In June 2009, the FASB established the Accounting
      Standards Codification (Codification or ASC) as the source of
      authoritative accounting principles recognized by the FASB to be applied
      by nongovernmental entities in the preparation of financial statements in
      accordance with generally accepted accounting principles in the United
      States (GAAP). Rules and interpretive releases of the Securities and
      Exchange Commission (SEC) issued under authority of federal securities
      laws are also sources of GAAP for SEC registrants. Existing GAAP was not
      intended to be changed as a result of the Codification, and accordingly
      the change did not impact our financial statements. The ASC does change
      the way the guidance is organized and presented.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Statement of Financial Accounting Standards (SFAS) No.
      165 (ASC Topic 855), Subsequent Events, SFAS No. 166 (ASC Topic
      810), Accounting for Transfers of Financial Assets-an Amendment of
      FASB Statement No. 140, SFAS No. 167 (ASC Topic 810), Amendments
      to FASB Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105),
      The FASB Accounting Standards Codification and the Hierarchy of
      Generally Accepted Accounting Principles- a replacement of FASB Statement
      No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no
      current applicability to the Company or their effect on the financial
      statements would not have been significant.                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Accounting Standards Update (ASU) ASU No. 2009-05 (ASC
      Topic 820), which amends Fair Value Measurements and Disclosures 
      Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue
      Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue
      Arrangements that include Software Elements, and various other ASUs No.
      2009-2 through ASU No. 2010-26 which contain technical corrections to
      existing guidance or affect guidance to specialized industries or entities
      were recently issued. These updates have no current applicability to the
      Company or their effect on the financial statements would not have been
      significant.                                                                                                                    

10

---

|HORIYOSHI WORLDWIDE INC.             
|-------------------------------------
|(A Development Stage Company)        
|Notes to Interim Financial Statements
|September 30, 2010                   
|(Unaudited)                          

|3. | Stockholders Deficit                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                           
|   | Authorized Stock                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                           
|   | At inception, the Company authorized 100,000,000 common
      shares and 100,000,000 preferred shares, both with a par value of $0.001
      per share. Each common share entitles the holder to one vote, in person or
      proxy, on any matter on which action of the stockholders of the
      corporation is sought.
|   |                                                                                                                                                                                                                                                                                                                           
|   | Effective April 30, 2009 the Company increased the number
      of authorized shares to 600,000,000 shares, of which 500,000,000 shares
      are designated as common stock par value $0.001 per share, and 100,000,000
      shares are designated as preferred stock, par value $0.001 per
    share.                  
|   |                                                                                                                                                                                                                                                                                                                           
|   | Effective June 17, 2010 the Company increased the number
      of authorized shares to 1,181,100,000 shares, of which 1,081,100,000
      shares are designated as common stock par value $0.001 per share, and
      100,000,000 shares are designated as preferred stock, par value $0.001 per
      share.             
|   |                                                                                                                                                                                                                                                                                                                           
|   | Share Issuances                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                           
|   | On April 27, 2009, the Board authorized a 10 for 1
      forward split of its common stock effective May 19, 2009. Each stockholder
      of record on May 18, 2009 received ten (10) new shares of the Companys
      $0.001 par value stock for every one (1) old share outstanding.                                   
|   |                                                                                                                                                                                                                                                                                                                           
|   | On May 25, 2010, the Board authorized a 2.1622 for 1
      forward split of its common stock effective July 19, 2010. Each
      shareholder of record on July 18, 2010 received 2.1622 new shares of the
      Companys $0.001 par value stock for every one (1) old share
      outstanding.                           
|   |                                                                                                                                                                                                                                                                                                                           
|   | Since its inception (November 3, 2006), the Company has
      issued shares of its common stock as follows, retroactively adjusted to
      give effect to the forward splits:                                                                                                                                            

Price PerDate
    Description
    Shares
    Share
    Amount11/20/06
    Shares issued for cash
    10,811,000
    $ 0.00046
    $ 5,00012/13/06
    Shares issued for cash
    54,055,000
    0.00046
    25,00008/29/07
    Shares issued for cash
    30,000,525
    0.00185
    55,50009/30/10
    Cumulative Totals
    94,866,525
    
    $ 85,500


|   | Of these shares, 64,866,000 were originally issued to
      former directors and officers of the Company, and 30,000,525 were issued
      to unaffiliated investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | There are no preferred shares outstanding. The Company
      has no stock option plan, warrants or other dilutive securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Provision for Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company recognizes the tax effects of transactions in
      the year in which such transactions enter into the determination of net
      income, regardless of when reported for tax purposes. Deferred taxes are
      provided in the financial statements under FASC 718-740-20 to give effect
      to the resulting temporary differences which may arise from differences in
      the bases of fixed assets, depreciation methods, allowances, and start-up
      costs based on the income taxes expected to be payable in future years.
      Minimal development stage deferred tax assets
arising as a result of net operating loss carryforwards have been
      offset completely by a valuation allowance due to the uncertainty of their
      utilization in future periods. Operating loss carry forwards generated
      during the period from November 3, 2006 (date of inception) through
      September 30, 2010 of $148,459 will begin to expire in 2026. Accordingly,
      deferred tax assets of approximately $52,000 were offset by the valuation
      allowance, which increased by $17,200 and $5,000 during the nine months
    ended September 30, 2010 and 2009, respectively.

11

---

|HORIYOSHI WORLDWIDE INC.             
|-------------------------------------
|(A Development Stage Company)        
|Notes to Interim Financial Statements
|September 30, 2010                   
|(Unaudited)                          

|   | The Company follows the provisions of uncertain tax
      positions as addressed in FASC 740-10-65-1. The Company recognized
      approximately no increase in the liability for unrecognized tax
      benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has no tax positions at September 30, 2010
      for which the ultimate deductibility is highly certain but for which there
      is uncertainty about the timing of such deductibility. The Company
      recognizes interest accrued related to unrecognized tax benefits in
      interest expense and penalties in operating expenses. No such interest or
      penalties were recognized during the periods presented. The Company had no
      accruals for interest and penalties at September 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Due to Related Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As of September 30, 2010 the Company was obligated to an
      officer and director, who is also a stockholder, for a non-interest
      bearing demand loan with a balance of $35,684. The Company plans to pay
      the loan back as cash flows become available. Interest has not been
      imputed on these advances due to its immaterial impact on the financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Going Concern and Liquidity
  Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern, which
      contemplates, among other things, the realization of assets and
      satisfaction of liabilities in the normal course of business. As of
      September 30, 2010, the Company had a working capital deficiency of
      $62,959 and an accumulated deficit of $148,459. The Company intends to
      fund operations through equity financing arrangements, which may be
      insufficient to fund its capital expenditures, working capital and other
      cash requirements for the next twelve months.                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The ability of the Company to emerge from the development
      stage is dependent upon, among other things, obtaining additional
      financing to continue operations, and development of its business
    plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | These factors, among others, raise substantial doubt
      about the Companys ability to continue as a going concern. The
      accompanying financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On September 1, 2010, the Company entered into a share
      exchange agreement with Horiyoshi the Third Limited, a Hong Kong
      corporation, and the shareholders of Horiyoshi the Third Limited. That
      agreement was subsequently amended on November 5, 2010. The closing of the
      transactions contemplated in the share exchange agreement and the
      acquisition of all of the issued and outstanding common shares in the
      capital of Horiyoshi the Third Limited also occurred on November 5, 2010.
      In accordance with the closing of the amended share exchange agreement,
      the Company issued 30,000,000 shares of common stock to the former
      shareholders of Horiyoshi the Third Limited in exchange for the
      acquisition of all of the 10,000 issued and outstanding shares of
      Horiyoshi the Third Limited. 64,866,000 shares held by our president,
      Mitsuo Kojima, were cancelled, resulting in 60,000,525 outstanding
      immediately after the transaction.

12

---

Item 2. Managements Discussion and Analysis or Plan of
Operation

Forward-Looking Statements

Certain statements, other than purely historical information,
including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those
statements are based, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words believes,
project, expects, anticipates, estimates, intends, strategy, plan,
may, will, would, will be, will continue, will likely result, and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.

As used in this quarterly report, the terms we, us, our
company, mean Horiyoshi Worldwide Inc., a Nevada corporation, unless otherwise
indicated.

Overview

Horiyoshi Worldwide Inc. was incorporated on November 3, 2006
in the State of Nevada, U.S.A under the name Kranti Resources, Inc. The
accounting and reporting policies of our company conform to accounting
principles generally accepted in the United States of America, and our companys
fiscal year end is December 31.

On June 21, 2010, we effected a 2.1622 for 1 forward stock
split of our authorized and issued and outstanding stock. As a result, our
authorized capital increased from 500,000,000 shares of common stock to
1,081,100,000 shares of common stock and the issued and outstanding increased
from 43,875,000 shares of common stock to 94,866,525 shares of common stock, all
with a par value of $0.001. In addition, on June 21, 2010, we changed our name
to Horiyoshi Worldwide Inc. to better reflect the business of our company.

The name change and stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on July 19, 2010. Our
CUSIP number is 440E109.

On September 1, 2010, we entered into a share exchange
agreement with Horiyoshi the Third Limited, a Hong Kong corporation, and the
shareholders of Horiyoshi the Third Limited. That agreement was subsequently
amended on November 5, 2010. The closing of the transactions contemplated in the
share exchange agreement and the acquisition of all of the issued and
outstanding common shares in the capital of Horiyoshi the Third Limited also
occurred on November 5, 2010. In accordance with the closing of the amended
share exchange agreement, we issued 30,000,000 shares of our common stock to the
former shareholders of Horiyoshi the Third Limited in exchange for the
acquisition, by our company, of all of the 10,000 issued and outstanding shares
of Horiyoshi the Third Limited.

As a result of the reverse acquisition, Horiyoshi the Third
Limited became our wholly-owned subsidiary and the former shareholders of
Horiyoshi the Third Limited, became our controlling stockholders, with Lone Star
Capital Corp., a Hong Kong company, holding 37.50% of our outstanding common
shares and Yoshihito Nakano holding 6,000,000 shares or 9.99% of our outstanding
common shares.

13

---

The share exchange transaction with Horiyoshi the Third Limited
was treated as a reverse acquisition, with Horiyoshi the Third Limited as the
acquirer and Horiyoshi Worldwide Inc. as the acquired party. Horiyoshi the Third
Limited is a Hong Kong company organized on October 23, 2008, in accordance with
the Companies Ordinance (Chapter 32) (Hong Kong).

As a result of our reverse acquisition of Horiyoshi the Third
Limited, we have assumed the business and operations of Horiyoshi the Third
Limited, which is engaged in the business of fashion apparel design and
production house.

The acquisition was accounted for as a recapitalization
effected by a share exchange, wherein Horiyoshi the Third Limited is considered
the acquirer for accounting and financial reporting purposes. The assets and
liabilities of the acquired entity have been brought forward at their book value
and no goodwill has been recognized. Given the reverse acquisition nature of the
transaction and that it occurred following the interim period ended September
30, 2010, the following management discussion and analysis for the interim
period ended September 30, 2010 will provide little value to the reader in
regards to our current operations.

Since incorporation we have been a development stage company
with the intention to engage primarily in the acquisition, exploration and
development of resource properties. To the closing of the acquisition of
Horiyoshi the Third Limited, our companys activities have been limited to our
formation, the raising of equity capital, and our mining exploration work
program.

Plan of Operation

Our management has been analyzing the various alternatives
available to our company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis has included
sourcing additional forms of financing to continue our business as is, or
mergers and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our future
prospects for our business are not good without further financing.

As at September 30, 2010, we had not been successful in our
business operations. Historically, we have been able to raise a limited amount
of capital through private placements of our equity stock, but we are uncertain
about our continued ability to raise funds privately. Further, we believe that
our company may have more difficulties raising capital for our existing
operations than for a new business opportunity.

As of the closing date of our amended share exchange agreement
with Horiyoshi the Third Limited on November 5, 2010, we have adopted the
business of fashion apparel design and production house. Our business is
currently carried on exclusively through our wholly owned subsidiary, Horiyoshi
the Third Limited. Currently, our principal activities are the design and
production of the Horiyoshi collection a high-end clothing and accessories
product line based on the artistry of world renowned Japanese Tattoo Master
Horiyoshi III. The business and product line was established to capitalize on
the multi-generational legacy of Horiyoshi III by offering affluent consumers a
unique, high-end collection of knit-wear, t-shirts, and personal accessories. To
date all Horiyoshi products have been produced in Japan, and on a limited run
basis to ensure the exclusivity of the brand and artwork. The collections are
distributed at luxury boutique retailers and department stores worldwide.

Once we have established strong brand recognition and demand,
and sufficiently diversified and stable distribution channels, we intend to
leverage our strong brand name and image in order to diversify our apparel
product offerings and increase our presence in retail markets worldwide. We also
intend to broaden our customer base by introducing select products at lower
prices than our luxury apparel products, such as luxury beauty and lifestyle
products. Such expansion will depend on our ability to develop infrastructure
necessary for larger and more diverse production, or to selectively license or
cross-license our intellectual property to third party producers. Any such
infrastructure expansion or licensing arrangement will be preconditioned on
appropriate minimum sales commitments, our ability to preserve the design and
quality of the products manufactured, and our ability to control the manner in
which such products are advertised, marketed, and distributed.

14

---

Results of Operations

Three months ended September 30, 2010 compared to three
months ended September 30, 2009.

|                   |   | Three months  |   |   | Three months  |  
|------------------ | - | ------------- | - | - | ------------- | -
|                   |   | ended         |   |   | ended         |  
|                   |   | September 30, |   |   | September 30, |  
|                   |   | 2010          |   |   | 2009          |  
|Revenue            | $ | Nil           |   | $ | Nil           |  
|Operating Expenses | $ | 32,487        |   | $ | 2,255         |  
|Net Income (Loss)  | $ | (32,476       | ) | $ | (2,255        | )

Expenses

Our operating expenses for the three month periods ended
September 30, 2010 and September 30, 2009 are outlined in the table below:

|                                    |   | Three months  |  |   | Three months  | 
|----------------------------------- | - | ------------- |  | - | ------------- | 
|                                    |   | ended         |  |   | ended         | 
|                                    |   | September 30, |  |   | September 30, | 
|                                    |   | 2010          |  |   | 2009          | 
|General and Administrative Expenses | $ | 356           |  | $ | 15            | 
|Mining Expenses                     | $ | Nil           |  | $ | Nil           | 
|Professional Fees                   | $ | 32,131        |  | $ | 2,240         | 

Operating expenses for the three months ended September 30,
2010 increased by $29,891 as compared to the comparative period in September 30,
2009 primarily as a result of increased expenses associated with our recent
acquisition of Horiyoshi the Third Limited.

Nine months ended September 30, 2010 compared to nine months
ended September 30, 2009.

|                   |   | Nine months   |   |   | Nine months   |  
|------------------ | - | ------------- | - | - | ------------- | -
|                   |   | ended         |   |   | ended         |  
|                   |   | September 30, |   |   | September 30, |  
|                   |   | 2010          |   |   | 2009          |  
|Revenue            | $ | Nil           |   | $ | Nil           |  
|Operating Expenses | $ | 48,916        |   | $ | 13,755        |  
|Net Income (Loss)  | $ | (48,889       | ) | $ | (13,751       | )

Expenses

Our operating expenses for the nine month periods ended
September 30, 2010 and September 30, 2009 are outlined in the table below:

|                                    |   | Nine months   |  |   | Nine months   | 
|----------------------------------- | - | ------------- |  | - | ------------- | 
|                                    |   | ended         |  |   | ended         | 
|                                    |   | September 30, |  |   | September 30, | 
|                                    |   | 2010          |  |   | 2009          | 
|General and Administrative Expenses | $ | 519           |  | $ | 88            | 
|Mining Expenses                     | $ | Nil           |  | $ | Nil           | 
|Professional Fees                   | $ | 48,397        |  | $ | 13,667        | 

Operating expenses for the nine months ended September 30, 2010
increased by $34,730 as compared to the comparative period in September 30, 2009
primarily as a result of increased expenses associated with our recent
acquisition of Horiyoshi the Third Limited.

15

---

Liquidity and Capital Resources

Working Capital

|                    |   | As at              |   |   | As at             |  
|------------------- | - | ------------------ | - | - | ----------------- | -
|                    |   | September 30, 2010 |   |   | December 31, 2009 |  
|Current Assets      | $ | Nil                |   | $ | 53                |  
|Current Liabilities | $ | 62,959             |   | $ | 14,123            |  
|Working Capital     | $ | (62,959            | ) | $ | (14,070           | )

|Cash Flows                                |   |                    |   |   |                    |  
|----------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                          |   |                    |   |   |                    |  
|                                          |   | Nine months Ended  |   |   | Nine months Ended  |  
|                                          |   | September 30, 2010 |   |   | September 30, 2009 |  
|Net cash used in operations               | $ | (23,314            | ) | $ | (15,341            | )
|Net cash used in investing activities     | $ | Nil                |   | $ | Nil                |  
|Net cash provided by financing activities | $ | 23,261             |   | $ | 5,510              |  
|Increase (decrease) In Cash               | $ | (53                | ) | $ | (9,831             | )

Our net cash used by operating activities for the nine months
ended September 30, 2010 was $23,314 compared with $15,341 for the nine months
ended September 30, 2009. Our management believes that we will need additional
funding in order to meet our operating expenses.

Off Balance Sheet Arrangements

As of September 30, 2010, there were no off balance sheet
arrangements.

Going Concern

The accompanying financial statements have been prepared
assuming that our company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in
the normal course of business. As of September 30, 2010, our company had a
working capital deficiency of $62,959 and an accumulated deficit of $148,459.
Our company intends to fund operations through equity financing arrangements,
which may be insufficient to fund its capital expenditures, working capital and
other cash requirements for the next twelve months.

The ability of our company to emerge from the development stage
is dependent upon, among other things, obtaining additional financing to
continue operations, and development of its business plan.

These factors, among others, raise substantial doubt about our
companys ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list
their most critical accounting polices in the Management Discussion and
Analysis. The SEC indicated that a critical accounting policy is one which is
both important to the portrayal of a companys financial condition and results,
and requires managements most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are
inherently uncertain. We believe that the following accounting policies fit this
definition.

16

---

Use of Estimates

The preparation of the Companys financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The Companys periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties and markets that could affect the financial
statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market
funds, and certificates of term deposits with maturities of less than three
months from inception, which are readily convertible to known amounts of cash
and which, in the opinion of management, are subject to an insignificant risk of
loss in value. The Company had $0 and $53 in cash and cash equivalents at
September 30, 2010 and December 31, 2009, respectively.

Start-Up Costs

In accordance with FASC 720-15-20 Start-up Activities,
the Company expenses all costs incurred in connection with the start-up and
organization of the Company.

Mineral Acquisition and Exploration Costs

The Company had been in the exploration stage since its
formation on November 3, 2006 and has not realized any revenue from its planned
operations. It has been primarily engaged in the acquisition, exploration, and
development of mining properties. Mineral property acquisition and exploration
costs were expensed as incurred.

Net Income or (Loss) Per Share of Common Stock

The Company has adopted FASC 260-10-20, Earnings per
Share, (EPS) which requires presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation. In
the accompanying financial statements, basic earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of shares
of common stock outstanding during the period.

The following table sets forth the computation of basic and
diluted earnings per share:

|                                                         |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
|-------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                         |   | 2010                             |   |   | 2009                            |  
|                                                         |   |                                  |   |   |                                 |  
|Net loss                                                 | $ | (32,476                          | ) | $ | (2,255                          | )
|                                                         |   |                                  |   |   |                                 |  
|Weighted average common shares outstanding
      (Basic) |   | 94,866,525                       |   |   | 94,866,525                      |  
|Options                                                  |   | -                                |   |   | -                               |  
|Warrants                                                 |   | -                                |   |   | -                               |  
|Weighted average common shares outstanding (Diluted)     |   | 94,866,525                       |   |   | 94,866,525                      |  
|                                                         |   |                                  |   |   |                                 |  
|Net loss per share (Basic and Diluted)                   | $ | (0.00                            | ) | $ | (0.00                           | )

17

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The Company has no potentially dilutive securities, such as
options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Companys financial instruments that are exposed to
concentrations of credit risk primarily consist of its cash and cash equivalents
and related party payables. The Company places its cash and cash equivalents
with financial institutions of high credit worthiness. At times, its cash and
cash equivalents with a particular financial institution may exceed any
applicable government insurance limits. The Companys management plans to assess
the financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures are
limited.

Foreign Currency Translations

The Companys functional and reporting currency is the US
dollar. All transactions initiated in other currencies are translated into US
dollars using the exchange rate prevailing on the date of transaction. Monetary
assets and liabilities denominated in foreign currencies are translated into the
US dollar at the rate of exchange in effect at the balance sheet date.
Unrealized exchange gains and losses arising from such transactions are deferred
until realization and are included as a separate component of shareholders
equity (deficit) as a component of comprehensive income or loss. Upon
realization, the amount deferred is recognized in income in the period when it
is realized.

The Company has realized $27 in exchange gains from inception
(November 3, 2006) to September 30, 2010.

Comprehensive Income (Loss)

FASC Topic No. 220, Comprehensive Income,establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements. From inception (November
3, 2006) to September 30, 2010, the Company had no items of other comprehensive
income. Therefore, net loss equals comprehensive loss from inception (November
3, 2006) to September 30, 2010.

Recently Issued Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards
Codification (Codification or ASC) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (GAAP). Rules and interpretive
releases of the Securities and Exchange Commission (SEC) issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.

Statement of Financial Accounting Standards (SFAS) No. 165
(ASC Topic 855), Subsequent Events, SFAS No. 166 (ASC Topic 810),
Accounting for Transfers of Financial Assets-an Amendment of FASB Statement
No. 140, SFAS No. 167 (ASC Topic 810), Amendments to FASB
Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105), The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles- a replacement of FASB Statement No. 162 were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant.

Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures  Overall, ASU No.
2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No.
2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASUs No. 2009-2 through ASU No. 2010-26 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements
would not have been significant.

18

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Item 3. Quantitative and Qualitative Disclosures about
Market Risk.

As a small reporting company, we are not required to provide
the information required by this Item.

Item 4. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2010, the end of the quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (our principal executive officer, principal
financial officer and principal accounting officer), of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president (our principal executive officer, principal financial
officer and principal accounting officer) concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
quarterly report.

Changes in internal controls over financial
reporting

There was no change in our internal controls over financial
reporting that occurred during the period covered by this report, which has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

On September 1, 2010, we entered into a share exchange
agreement with Horiyoshi the Third Limited and the shareholders of Horiyoshi the
Third Limited. The share exchange agreement was subsequently amended on November
5, 2010. The closing of the transactions contemplated in the amended share
exchange agreement and the acquisition of all the issued and outstanding common
shares in the capital of Horiyoshi the Third Limited also occurred on November
5, 2010. In accordance with the closing of the amended share exchange agreement,
we issued 30,000,000 shares of our common stock to the former shareholders of
Horiyoshi the Third Limited in exchange for the acquisition, by our company, of
all of the 10,000 issued and outstanding shares of Horiyoshi the Third Limited.
The shares were issued to three shareholders in reliance upon Regulation S, to
non-US persons, in an off-shore transaction, as such terms are defined in
Regulation S.

Item 3. Defaults upon Senior Securities

None.

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Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                                          
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                 
|(3)     | Articles of
        Incorporation and Bylaws                                                                                                                                                                                                                                    
|3.1     | Certificate of Amendment filed
        with the Nevada Secretary of State on June 17, 2010, effective June 21,
        2010. (Incorporated by reference from our Current Report on Form 8-K filed
        on July 20, 2010).                                                    
|        |                                                                                                                                                                                                                                                                                 
|(10)    | Material Contracts                                                                                                                                                                                                                                                              
|10.1    | Share Exchange
        Agreement among the company, Horiyoshi the Third Limited and the Shareholders
        of Horiyoshi the Third Limited dated September 1, 2010. (Incorporated
        by reference from our Current Report on Form 8-K filed on September 3,
        2010).
|        |                                                                                                                                                                                                                                                                                 
|10.2    | Amendment to
        Share Exchange Agreement dated November 5, 2010 with Horiyoshi the Third
        Limited. (Incorporated by reference from our Current Report on Form 8-K
        filed on November 8, 2010).                                                               
|        |                                                                                                                                                                                                                                                                                 
|10.3    | Mineral Claim
        Purchase Agreement by and between the Registrant and Beeston Enterprises
        Ltd. dated January 18, 2007. (Incorporated by reference from exhibit 10.1
        of our Registration Statement on Form SB-2 filed on April 13, 2007).                   
|        |                                                                                                                                                                                                                                                                                 
|10.4    | Mineral Claim
        Purchase Agreement amendment by and between the Registrant and Beeston
        Enterprises Ltd. dated February 11, 2010. ( Incorporated by reference
        from exhibit 10.1 of our Current Report on Form 8-K filed on February
        12, 2010).     
|        |                                                                                                                                                                                                                                                                                 
|10.5    | License Agreement
        dated September 17, 2008 between Horiyoshi III Worldwide Ltd. and Stone
        Corporation Inc. (Incorporated by reference from our Current Report on
        Form 8-K filed on November 8, 2010).                                                   
|        |                                                                                                                                                                                                                                                                                 
|10.6    | Share Cancellation
        Agreement dated November 5, 2010 with Mitsuo Kojima. (Incorporated by
        reference from our Current Report on Form 8-K filed on November 8, 2010).                                                                                              
|        |                                                                                                                                                                                                                                                                                 
|(31)    | Section 302
        Certification                                                                                                                                                                                                                                               
|31.1*   | Section
        302 Certification of Principal Executive Officer.                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                 
|31.2    | Section
        302 Certification of Principal Financial Officer and Principal Accounting
        Officer.                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                 
|(32)    | Section 906 Certification                                                                                                                                                                                                                                                       
|32.1*   | Section
        906 Certification of Principal Executive Officer Principal Executive Officer.                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                 
|32.2*   | Section
        906 Certification of Principal Financial Officer and Principal Accounting
        Officer.                                                                                                                                                                      

* Filed herewith

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SIGNATURES

In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| | Horiyoshi Worldwide Inc.
| | ------------------------
| |                         
| |                         
| | Date:                   
| |                         
| |                         
| | By:                     
| |                         
| | Title:                  
| |                         
| |                         
| |                         
| | Date:                   
| |                         
| |                         
| | By:                     
| |                         
| | Title:                  
| |                         
| |                         

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