U.S.SECURITIES
      AND EXCHANGE
      COMMISSION


Washington,D.C.20549




FORM
      10-QSB




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




For
      the quarterly period ended October
      31, 2007




o
            TRANSITION
                REPORT PURSUANT TO
                SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the transition period
      from




Commission
      File No.
      000-51193




ASPIRE
      JAPAN, INC.


(Exact
      name of small business issuer as
      specified in its charter)




Delaware
            20-8326081(State
                or other jurisdiction of
                incorporation
              or
                organization)
            (I.R.S.
                Employer Identification
                No.)




4695
      MacArthur Court, 11thFloor,


Newport
      Beach,CA92660


(Address
      of Principal Executive
      Offices)




(949)
      798-6138


(Issuer’s
      telephone
      number)







(Former
      name, address and fiscal year,
      if changed since last report)




Check
      whether the issuer (1) has filed
      all reports required to be filed by Section 13 or 15(d) of the Exchange Act
      during the preceding 12 months (or for such shorter period that the issuer
      was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. YesxNoo




Indicate
      by check mark whether the
      registrant is a shell company as defined in Rule 12b-2 of the Exchange
      Act.


YesxNoo




State
      the number of shares outstanding
      of each of the issuer’s classes of common equity, as of December 18, 2007:
      7,660,000 shares of common stock.













Item
      1                                           
Financial
      Statements




Aspire
                  Japan, Inc. (f/k/a Dream Media, Inc.)(a
                  development stage company)BALANCE
                  SHEETAs
                  of October 31, 2007 (Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              33,535Prepaid
                  expenses
              
              
              4,270TOTAL
                  CURRENT ASSETS
              
              
              37,805PROPERTY
                  AND
                  EQUIPMENT, NET
              
              
              4,385OTHER
                  ASSETSDeposits
              
              
              11,935TOTAL
                  ASSETS
              
              $
              54,125LIABILITIES
                  AND
                  STOCKHOLDERS' DEFICITCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              63,102Note
                  payable
              
              
              378,363Loan
                  payable -related party
              
              
              53,699TOTAL
                  CURRENT LIABILITIES
              
              
              495,164STOCKHOLDERS'
                  DEFICITPreferred
                  Stock
                  - Par value $.001;Authorized:
                  50,000,000Issued
                  and Outstanding: none
              
              
              -Common
                  Stock - Par value $0.001;Authorized:
                  100,000,000Issued
                  and Outstanding: 7,660,000
              
              
              7,660Additional
                  Paid-In Capital
              
              
              894,640Other
                  Comprehensive Income (Loss)
              
              
              1,301Accumulated
                  Deficit during development stage
              
              
              (1,344,640
              )Total
                  Stockholders' Deficit
              
              
              (441,039
              )TOTAL
                  LIABILITIES AND DEFICIT
              
              $
              54,125




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








2






Aspire
                  Japan, Inc. (f/k/a Dream Media, Inc.)(a
                  development stage company)STATEMENT
                  OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)For
                  the periodFebruary
                  2, 2005For
                  the Three Months Ended October 31,
              
              
              For
                  the Nine Months Ended October 31,
              
              
              (inception)
                  to2007
              
              
              2006
              
              
              2007
              
              
              2006
              
              
              October
                  31, 2007Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Operating
                  ExpensesProfessional
                  Fees
              
              
              52,696
              
              
              
              750
              
              
              
              195,947
              
              
              
              1,250
              
              
              
              222,065Marketing
                  Expenses
              
              
              54,620
              
              
              
              
              
              
              
              381,918
              
              
              
              
              
              
              
              381,918Consulting
                  Fees
              
              
              48,332
              
              
              
              
              
              
              
              135,000
              
              
              
              
              
              
              
              135,000Compensation
                  Expense
              
              
              226,795
              
              
              
              
              
              
              
              400,814
              
              
              
              
              
              
              
              400,814General
                  and administrative
              
              
              69,258
              
              
              
              
              
              
              
              168,094
              
              
              
              
              
              
              
              181,594Total
                  Operating Expenses
              
              
              451,701
              
              
              
              750
              
              
              
              1,281,773
              
              
              
              1,250
              
              
              
              1,321,391Loss
                  from Operations
              
              
              (451,701
              )
              
              
              (750
              )
              
              
              (1,281,773
              )
              
              
              (1,250
              )
              
              
              (1,321,391
              )Interest
                  Income
              
              
              199
              
              
              
              -
              
              
              
              2,540
              
              
              
              -
              
              
              
              2,540Foreign
                  Currency Transaction Loss
              
              
              -
              
              
              
              
              
              
              
              (8,450
              )
              
              
              
              
              
              
              (8,450
              )Interest
                  Expense
              
              
              (15,339
              )
              
              
              
              
              
              
              (17,339
              )
              
              
              
              
              
              
              (17,339
              )Total
                  Other Income/Expense
              
              
              (15,140
              )
              
              
              -
              
              
              
              (23,249
              )
              
              
              -
              
              
              
              (23,249
              )Provision
                  for Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  Loss
              
              
              (466,841
              )
              
              
              (750
              )
              
              
              (1,305,022
              )
              
              
              (1,250
              )
              
              
              (1,344,640
              )Other
                  Comprehensive IncomeForeign
                  Currency Translation Loss Gain
              
              
              103
              
              
              
              -
              
              
              
              1,301
              
              
              
              -
              
              
              
              1,301Comprehensive
                  Loss
              
              $
              (466,738
              )
              
              $
              (750
              )
              
              $
              (1,303,721
              )
              
              $
              (1,250
              )
              
              $
              (1,343,339
              )Net
                  Loss Per Share  - Basic and Diluted
              
              $
              (0.06
              )
              
              $
              (0.00
              )
              
              $
              (0.17
              )
              
              $
              (0.00
              )Weighted
                  average number of shares outstanding
              
              
              7,660,000
              
              
              
              584,591
              
              
              
              7,489,173
              
              
              
              584,591during
                  the period - basic and diluted




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






3




Aspire
                  Japan, Inc. (f/k/a Dream Media, Inc.)(a
                  development stage company)STATEMENT
                  OF STOCKHOLDERS' EQUITYFrom
                  inception (February 2, 2005) through October 31, 2007
                  (Unaudited)Additional
              
              
              Accumulated
              
              
              OtherPreferred
                  Stock
              
              
              Common
                  Stock
              
              
              Paid
                  In
              
              
              Deficit
                  During
              
              
              Comprehensive
              
              
              TotalShares
              
              
              Par
              
              
              Shares
              
              
              Par
              
              
              Capital
              
              
              Development
                  Stage
              
              
              Income
                  (Loss)
              
              
              EquityStock
                  Issued in exchangeof
                  incorporation expensesFebruary
                  2, 2005
              
              
              -
              
              
              $
              -
              
              
              
              100,000
              
              
              $
              100
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              100Net
                  Loss for the periodFebruary
                  2, 2005 (inception)to
                  January 31, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,225
              )
              
              
              -
              
              
              
              (2,225
              )Balance,
                  January 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              100,000
              
              
              
              100
              
              
              
              -
              
              
              
              (2,225
              )
              
              
              -
              
              
              
              (2,125
              )Stock
                  Issued for cash onSeptember
                  15, 2006 at $0.001per
                  share from private placement
              
              
              -
              
              
              
              -
              
              
              
              6,700,000
              
              
              
              6,700
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              6,700Stock
                  Issued for cash onNovember
                  6, 2006 at $1.00
              
              
              -
              
              
              
              -
              
              
              
              275,000
              
              
              
              275
              
              
              
              274,725
              
              
              
              -
              
              
              
              -
              
              
              
              275,000per
                  share from private placementIn
                  Kind contribution
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              0
              
              
              
              7,000
              
              
              
              -
              
              
              
              -
              
              
              
              7,000Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              0
              
              
              
              -
              
              
              
              (37,393
              )
              
              
              -
              
              
              
              (37,393
              )Balance,
                  January 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              7,075,000
              
              
              
              7,075
              
              
              
              281,725
              
              
              
              (39,618
              )
              
              
              -
              
              
              
              249,182Stock
                  Issued for cash onApril
                  16, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              20,000
              
              
              
              20
              
              
              
              19,980
              
              
              
              -
              
              
              
              -
              
              
              $
              20,000Stock
                  Issued for cash onApril
                  18, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              10,000
              
              
              
              10
              
              
              
              9,990
              
              
              
              -
              
              
              
              -
              
              
              $
              10,000Stock
                  Issued for cash onApril
                  19, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              15,000
              
              
              
              15
              
              
              
              14,985
              
              
              
              -
              
              
              
              -
              
              
              $
              15,000Stock
                  Issued for cash onApril
                  20, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              30,000
              
              
              
              30
              
              
              
              29,970
              
              
              
              -
              
              
              
              -
              
              
              $
              30,000Stock
                  Issued for cash onApril
                  25, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              260,000
              
              
              
              260
              
              
              
              259,740
              
              
              
              -
              
              
              
              -
              
              
              $
              260,000Stock
                  Issued for cash onApril
                  26, 2007 at $1.00per
                  share from private placement
              
              
              -
              
              
              
              
              
              
              
              100,000
              
              
              
              100
              
              
              
              99,900
              
              
              
              -
              
              
              
              -
              
              
              $
              100,000Stock
                  Issued for services inApril
                  2007 at $1.00
              
              
              -
              
              
              
              
              
              
              
              100,000
              
              
              
              100
              
              
              
              99,900
              
              
              
              
              
              
              
              -
              
              
              $
              100,000Stock
                  Issued in exchangefor
                  legal expensesJune
                  30, 2007 at $1.00
              
              
              -
              
              
              
              
              
              
              
              50,000
              
              
              
              50
              
              
              
              49,950
              
              
              
              -
              
              
              
              -
              
              
              $
              50,000In
                  Kind contribution
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              28,500
              
              
              
              -
              
              
              
              -
              
              
              $
              28,500Net
                  Loss for the nine months
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,305,022
              )
              
              
              -
              
              
              $
              (1,305,022
              )ended
                  October 31, 2007Other
                  Comprehensive Income
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,301
              
              
              $
              1,301Total
                  Comprehensive Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (1,303,721
              )Balance,
                  October 31, 2007
              
              
              -
              
              
              $
              -
              
              
              
              7,660,000
              
              
              $
              7,660
              
              
              $
              894,640
              
              
              $
              (1,344,640
              )
              
              $
              1,301
              
              
              $
              (441,039
              )




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




4




Aspire
                  Japan, Inc. (f/k/a Dream
                  Media, Inc.)(a
                  development stage
                  company)STATEMENTS
                  OF CASH FLOWS
                  (Unaudited)For
                  the
                  periodFebruary
                  2,
                  2005For
                  the Nine Months Ended October
                  31,
              
              
              (inception)
                  to2007
              
              
              2006
              
              
              October
                  31,
                  2007Cash
                  Flows From Operating
                  Activities:Net
                    Loss
              
              $
              (1,305,022
              )
              
              $
              (1,250
              )
              
              $
              (1,344,640
              )Adjustments
                    to reconcile net loss
                    to net cash used in operationsIn-kind
                    contribution
              
              
              28,500
              
              
              
              -
              
              
              
              35,500Stock
                    issued for incorporation expense
              
              
              -
              
              
              
              -
              
              
              
              100Stock
                    issued for services
              
              
              150,000
              
              
              
              
              
              
              
              150,000Depreciation
              
              
              411
              
              
              
              
              
              
              
              411Changes
                    in operating
                    assets and liabilities:Deposits
              
              
              (11,935
              )
              
              
              -
              
              
              
              (11,935
              )(Increase)/Decrease
                    in Prepaid Expenses
              
              
              23,677
              
              
              
              -
              
              
              
              (4,270
              )(Increase)/Decrease
                    in  Accounts Pay & Accrued Exp
              
              
              58,517
              
              
              
              1,250
              
              
              
              63,102Net
                    Cash Used In Operating
                    Activities
              
              
              (1,055,852
              )
              
              
              -
              
              
              
              (1,111,732
              )Cash
                    Flows From Investing
                    Activities:Cash
                    paid for
                    Property, Plant, &  Equipment
              
              
              (4,796
              )
              
              
              -
              
              
              
              (4,796
              )Net
                    Cash Used In Investing
                    Activities
              
              
              (4,796
              )
              
              
              -
              
              
              
              (4,796
              )Cash
                    Flows From Financing
                    Activities:Proceeds
                    from Note
                    Payable
              
              
              378,363
              
              
              
              
              
              
              
              378,363Repayment
                    of Note Payable -
                    related party
              
              
              (139,029
              )
              
              
              -
              
              
              
              (139,029
              )Proceeds
                    from Note Payable -
                    related party
              
              
              91,048
              
              
              
              
              
              
              
              192,728Proceeds
                    from Common Stock
                    issuance
              
              
              435,000
              
              
              
              
              
              
              
              716,700Net
                    Cash Provided by Financing
                    Activities
              
              
              765,382
              
              
              
              -
              
              
              
              1,148,762Net
                    In(de)crease in
                    Cash
              
              
              (295,266
              )
              
              
              -
              
              
              
              32,234Effect
                    of Exchange Rate on
                    Cash
              
              
              1,301
              
              
              
              
              
              
              
              1,301Cash
                    at Beginning of
                    Period
              
              
              327,500
              
              
              
              -
              
              
              
              -Cash
                    at End of
                    Period
              
              $
              33,535
              
              
              $
              -
              
              
              $
              33,535Supplemental
                    disclosure of cash
                    flow information:Cash
                    paid for
                    interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cash
                    paid for
                    taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -


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




5




Aspire
        Japan, Inc. (f/k/a Dream Media,
        Inc.)
 (a
        development stage
        company)
 NOTES
        TO FINANCIAL
        STATEMENTS
 As
        of October 31, 2007
        (Unaudited)
 
 
 NOTE
        1 - SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 ASPIRE
        JAPAN, INC. (f/k/aDream
        Media,, Inc.) (the Company) was incorporated on February 2, 2005 in the State
        of
        Delaware. In September 2006, the Company became actively engaged in raising
        capital in order to implement its business plan to deliver products from
        American sources directly to the Japanese consumer. The Company has not had
        any
        significant operations or activities from inception; accordingly, the Company
        is
        deemed to be in the development stage.
  Basis
        of
        Presentation
  The
        accompanying unaudited financial
        statements have been prepared in accordance with accounting principles generally
        accepted in The United States of America and the rules and regulations of
        the
        Securities and Exchange Commission for interim financial
        information.  Accordingly, they do not include all the information
        necessary for a comprehensive presentation of financial position and results
        of
        operations.
  It
        is management's opinion, however that
        all material adjustments (consisting of normal recurring adjustments) have
        been
        made which are necessary for a fair financial statements
        presentation.  The results for the interim period are not necessarily
        indicative of the results to be expected for the year.
  Going
        Concern
 
 The
          Company's financial statements have
          been presented on the basis that it is a going concern, which contemplates
          the
          realization of assets and the satisfaction of liabilities in the normal
          course
          of business. The Company has a net loss of $1,344,640 from inception, a
          working
          capital deficiency of $457,359, a stockholders deficiency of $441,039 and
          used
          cash in operations of $1,111,732 from inception. These factors raise substantial
          doubt about the Company's ability to continue as a going concern. Management
          continues to actively seek additional sources of capital to fund current
          and
          future operations. There is no assurance that the Company will be successful
          in
          continuing to raise additional capital and establish probable or proven
          reserves. These financial statements do not include any adjustments that
          might
          result from the outcome of these uncertainties.
  Use
        of
        Estimates:
 
 The
        preparation of the financial
        statements in conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported amount
        of
        assets and liabilities, and disclosure of contingent liabilities at the date
        of
        the financial statements, and the reported amount of revenues and expenses
        during the reporting period. Actual results could differ from those
        results.
  Revenue
        Recognition
  The
        Company recognizes revenue on
        arrangements in accordance with Securities and Exchange Commission Staff
        Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and
        No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when
        the price is fixed or determinable, persuasive evidence of an arrangement
        exists, the service is performed and collectability of the resulting receivable
        is reasonably assured.
 
 Cash
        and
        Cash Equivalents, and Credit Risk:
 
 For
        purposes of reporting cash flows,
        the Company considers all cash accounts with maturities of 90 days or less
        and
        which are not subject to withdrawal restrictions or penalties, as cash and
        cash
        equivalents in the accompanying balance sheet.
 
 The
        Company maintains a portion of its
        deposits in a financial institution that insures its deposits with the FDIC
        insurance up to $100,000 per depositor and deposits in excess of such insured
        amounts represent a credit risk to the Company. At October 31, 2007 the Company
        had $0 in cash that was uninsured.   In addition, at October 31, 2007,
        the Company had total cash of $30 in a Japanese bank which is
        uninsured.
   6
 
 Income
        Taxes:
 
 The
        Company utilizes the asset and
        liability method to measure and record deferred income tax assets and
        liabilities. Deferred tax assets and liabilities reflect the future income
        tax
        effects of temporary differences between the financial statement carrying
        amounts of existing assets and liabilities and their respective tax bases
        and
        are measured using enacted tax rates that apply to taxable income in the
        years
        in which those temporary differences are expected to be recovered or settled.
        Deferred tax assets are reduced by a valuation allowance when, in the opinion
        of
        management, it is more likely than not that some portion or all of the deferred
        tax assets will not be realized. At this time, the Company has set up an
        allowance for deferred taxes as there is no company history to indicate the
        usage of deferred tax assets and liabilities.
 
 Stock
        Compensation
 
 The
        Company adopted
        SFAS No. 123R,Share-Based
        Payment(“SFAS 123R”),
        which requires all stock-based payments to employees, including grants of
        employee stock options, to be recognized in the financial
        statements  based on their fair values.   The Company
        accounts for stock-based compensation arrangements with nonemployees in
        accordance with the Emerging Issues Task Force Abstract
        No. 96-18,Accounting
        for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling Goods or Services.The Company records
        the
        expense of such services to employees and non employees based on the estimated
        fair value of the equity instrument using the Black-Scholes pricing
        model.
 
 Fair
        Value of Financial Instruments
 
 The
        carrying amounts of the Company’s
        financial instruments including accounts payable and loans and notes payable
        approximate fair value due to the relatively short period to maturity for
        this
        instrument.
   Foreign
        Currency Translation
  The
        functional currency of the Company
        is the United States Dollar.  The financial statements of the Company
        are translated to United States dollars using year-end exchange rates as
        to
        assets and liabilities and average exchange rates as to revenues and
        expenses.  Capital accounts are translated at their historical
        exchange rates when the capital transaction occurred.  Net gains and
        losses resulting from foreign exchange translations are included in the
        statements of operations and stockholders’ equity as other comprehensive income
        (loss).
 
  Earnings
        Per
        Share:
  Basic
        earnings per share ("EPS") is
        computed by dividing earnings available to common shareholders by the
        weighted-average number of common shares outstanding for the period as required
        by the Financial Accounting Standards Board (FASB) under Statement of Financial
        Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects
        the potential dilution of securities that could share in the earnings. As
        of
        October 31, 2007 and 2006 there were no common share equivalents
        outstanding.
 
 Recent
        Accounting Pronouncements
  In
        September 2006, the FASB issued SFAS
        No. 157, “Fair
        Value
        Measurements”. The
        objective of SFAS 157 is to increase consistency and comparability in fair
        value
        measurements and to expand disclosures about fair value measurements. SFAS
        157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles, and expands disclosures about fair
        value measurements. SFAS 157 applies under other accounting pronouncements
        that
        require or permit fair value measurements and does not require any new fair
        value measurements. The provisions of SFAS No. 157 are effective for fair
        value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on the
        Company's future reported financial position or results of
        operations.
  In
        February 2007, the Financial
        Accounting Standards Board (FASB) issued SFAS No. 159, “The
        Fair Value
        Option for Financial Assets and Financial Liabilities - Including an Amendment
        of FASB Statement No. 115”.
        This statement permits entities to choose to measure many financial instruments
        and certain other items at fair value. Most of the provisions of SFAS No.
        159
        apply only to entities that elect the fair value option. However, the amendment
        to SFAS No. 115 “Accounting
        for
        Certain Investments in Debt and Equity Securities” applies to all entities
        with
        available-for-sale and trading securities. SFAS No. 159 is effective as of
        the
        beginning of an entity’s first fiscal year that begins after November 15, 2007.
        Early adoption is permitted as of the beginning of a fiscal year that begins
        on
        or before November 15, 2007, provided the entity also elects to apply the
        provision of SFAS No. 157, “Fair
        Value
        Measurements”.The adoption of this
        statement is not expected to have a material effect on the Company's financial
        statements.
 
 In
        December 2007, the Financial
        Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling
        Interests in Consolidated Financial Statements – an amendment of ARB No.
        51”.  This
        statement improves the relevance, comparability, and transparency of the
        financial information that a reporting entity provides in its consolidated
        financial statements by establishing accounting and reporting standards that
        require;the ownership
        interests in subsidiaries held by parties other than the parent and the amount
        of consolidated net income attributable to the parent and to the noncontrolling
        interest be clearly identified and presented on the face of the consolidated
        statement of income, changes in a parent’s ownership interest while the parent
        retains its controlling financial interest in its subsidiary be accounted
        for
        consistently, when a subsidiary is deconsolidated, any retained noncontrolling
        equity investment in the former subsidiary be initially measured at fair
        value,
        entities provide sufficient disclosures that clearly identify and distinguish
        between the interests of the parent and the interests of the noncontrolling
        owners.
   7
   SFAS
        No. 160 affects those entities that
        have an outstanding noncontrolling interest in one or more subsidiaries or
        that
        deconsolidate a subsidiary.SFAS No. 160 is effective
        for fiscal
        years, and interim periods within those fiscal years, beginning on or after
        December 15, 2008. Early adoption is prohibited. The adoption of this statement
        is not expected to have a material effect on the Company's financial
        statements.
 
 NOTE
        2 -
        RELATED PARTY TRANSACTIONS
 
 During
        the year ending January 31, 2007,
        the Company received $101,680 from a related party officer and
        director.  The amount is due in July 2007 and bears interest of 6% per
        annum. (See Note 3).
 
 During
        the six months ending July 31,
        2007, the Company received $5,835 from a related party officer and
        director.  The amount is due on demand and bears interest of 6% per
        annum. (See Note 3).
 
 During
        the six months ending July 31,
        2007, the Company repaid $105,326 of the note payable to the related party
        officer and director.
 
 During
        the three months ended
        October 31, 2007, the Company received a loan of $85,213 from a related party
        officer and director.  This amount bears interest at a rate of 10% per
        annum and is payable anytime before March 24, 2008.
 
 During
        the three months ending October
        31, 2007, the Company repaid $33,703 of the note payable to the related party
        officer and director
  NOTE
        3 –
NOTE AND LOAN PAYABLE -RELATED PARTY
  During
        the year ending January 31, 2007,
        the Company received $101,680 from a related party officer and
        director.  The amount is due in July 2007 and bears interest of 6% per
        annum. (See Note 3).
 
 During
        the six months ending July 31,
        2007, the Company received $5,835 from a related party officer and
        director.  The amount is due on demand and bears interest of 6% per
        annum. (See Note 3).
 
 During
        the six months ending July 31,
        2007, the Company repaid $105,326 of the note payable to the related party
        officer and director.
 
 During
        the three months ended
        October 31, 2007, the Company received a loan of $85,213 from a related party
        officer and director.  This amount bears interest at a rate of 10% per
        annum and is payable anytime before March 24, 2008.
 
 During
        the three months ending October
        31, 2007, the Company repaid $33,703 of the note payable to the related party
        officer and director
  NOTE
        4 –
NOTE PAYABLE
 
 On
        July 11, 2007, the Company entered
        into a twelve month unsecured note payable for $200,000.  The note
        will accrue interest at a rate of 18%, with principle and interest due and
        payable on July 10, 2008.
 
 On
        August 28, 2007, the Company entered
        into a twelve month unsecured note payable for $85,419 .  The note
        will accrue interest at a rate of 18%,  with principle and interest
        due and payable on August 30, 2008.
 
 On
        October 10, 2007, the Company entered
        into a twelve month unsecured note payable for $59,177.  The note will
        accrue interest at a rate of 18%,  with principle and interest due and
        payable on October 9, 2008.
 
 On
        October 12, 2007, the Company entered
        into a twelve month unsecured note payable for $33,767.  The note will
        accrue interest at a rate of 18%,  with principle and interest due and
        payable on October 11, 2008.
  NOTE 5
        -- SHAREHOLDERS' EQUITY
 
 Common
        and
        Preferred Stock:
 
 Preferred
        stock includes 50,000,000
        shares authorized at a par value of $0.001, of which none are issued or
        outstanding.
 
 During
        2005, the Company issued 100,000
        shares for the amount of $100 ($0.001 per share) in exchange of the
        incorporation expenses for the Company.
 
 During
        September 2006, the Company
        issued 6,700,000 shares of common stock at ($0.001 per share) in a private
        placement offering exempt from registration with the U.S. Securities Act
        of 1933
        for a total value of $6,700.
    8
 
 During
        November 2006, the Company
        undertook a private placement issuance, Regulation D Rule 506 offering of
        275,000 shares of common stock for a value of $275,000 ($1.00 per share).
        The
        Company believes this offering is exempt from registration with the US
        Securities and Exchange Commission.
 
 During
        April 2007, the Company undertook
        a private placement issuance, Regulation D Rule 506 offering of 435,000 shares
        of common stock for a value of $435,000 ($1.00 per share). The Company believes
        this offering is exempt from registration with the US Securities and Exchange
        Commission.
 
 During
        April 2007, the Company issued
        100,000 shares of common stock valued at a recent cash offering price of
        $100,000 or $1.00 per share to a consultant for providing strategic planning
        services.  The Company is amortizing the value of the shares over the
        contract period of six months.  As of October 31, 2007, the Company
        recorded an expense of $100,000 and deferred compensation of $0 related to
        the
        consulting agreement.
 
 During
        June 2007, the Company
        issued 50,000 shares of common stock for legal services.  The shares
        were valued at $50,000 or $1.00 per share based on a recent cash offering
        price.
  In-Kind
        Contribution of Compensation
 
 During
        the year ended January 31, 2007,
        the Company recorded $7,000 as in-kind contribution of salary for services
        provided by its president.
 
 During
        the quarter ended April 30, 2007,
        the Company recorded $3,000 as in-kind contribution of salary for services
        provided by its president.
  During
        the quarter ended July 31,
        2007, the Company recorded $3,000 as in-kind contribution of salary for services
        provided by its founder.
 
 During
        the quarter ended October 31,
        2007, the Company recorded $22,500 as in-kind contribution of salary for
        services provided by its founder.
 
 NOTE 6
        - COMMITMENTS AND CONTINGENCIES
 
 During
        January 2007, the Company entered
        into a twelve month office lease expiring December 31, 2007. The lease requires
        monthly payments of $190.
 
 On
        February 6, 2007 the Company signed
        an agreement with a consultant for investor relations services for a period
        of
        one year at $6,700 per month plus expenses.
 
 Effective
        April 1, 2007, the Company
        entered into an agreement for strategic planning services for a period of
        six
        months.  The agreement calls for a monthly fee of $5,000 and the
        issuance of 100,000 shares of common stock. (See Note 4)
 
 On
        June 1, 2007, the Company entered
        into a six month office lease in Tokyo, Japan.  The lease requires
        monthly payments of approximately $3,500 per month.
 
 On
        June 1, 2007, the Company entered
        into a two-year employment agreement with a new President and Chief Marketing
        Officer.  The agreement calls for a $47,615 signing bonus and
        base compensation of $350,000 for the first year, and $400,000 the second
        year.
        The agreement also calls for bonuses of up to 33% of base compensation based
        on
        financial targets to be determined by the Board of Directors.  The new
        Officer will also receive medical and dental benefits, a housing allowance
        of $10,000 per month plus cost of living adjustments, and tax equalization.
        In
        addition, the agreement calls for a $50,000 termination payment upon
        termination of the officer under certain conditions.  Also under the
        Employment Agreement and effective June 30, 2007, the Company entered into
        a
        restricted stock grant with the new Officer whereby he will receive common
        stock
        in the Company. The agreement stipulates that on September 30, 2007, the
        Company
        shall authorize and issue 250,000 shares of common stock at $0.001(par) to
        the
        Employee.  Additionally, on May 31, 2008, the Company shall authorize
        and issue an additional 250,000 shares, provided Employee has met certain
        sales
        goals to be set by the Chairman of the Board by no later than December 31,
        2007.
        The restricted stock agreement shall provide that the shares will vest over
        2
        years with 50% of shares vesting on June 1, 2009, and the remaining 50% vesting
        pro rata monthly during the remaining year.
 
 On
        June 1, 2007, the Company entered
        into a two-year employment agreement with a new Executive Vice
        President.  The agreement calls for a $17,500 signing bonus and base
        compensation of $150,000 for the first year, and $160,000 the second
        year.  The agreement also calls for bonuses of up to 33% of base
        compensation based on financial targets to be determined by the Board of
        Directors.  The new Executive will also receive medical and dental
        benefits.
 
 Effective
        July 1, 2007, the Company
        entered into a four month office lease in Portland, Oregon.  The lease
        requires monthly payments of $1,899.
 
  On
        August 9, 2007, the Company formally
        requested renewal of its office lease in Portland, Oregon and requested a
        new
        lease on adjacent space effective December 1, 2007 for three
        months.  The additional space will require monthly payments of
        $1,900.
    9
 
 On
        August 27, 2007, the Company entered
        into a 2 year office lease in Osaka, Japan.  The lease requires
        monthly payments of approximately $1,867 per month and is personally guarantied
        by the Company’s founder.
  NOTE 7
        - SUBSEQUENT EVENTS
  On
        December 17, 2007, the Company
        entered into a twelve month unsecured note payable for $218,250.  The
        note will accrue interest at a rate of 18%, with principle and interest due
        and
        payable on December 16, 2008.
  On
        December 17, 2007, the Company
        entered into a six month unsecured note payable for $3,352 with its
        founder.  The note will accrue interest at a rate of 10%, with
        principle and interest due and payable on or before June 16,
        2008.
















10






Item
      2. Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations




Plan
      of
      Operations





We
      anticipate that our operational as
      well as general and administrative expenses for the next 12 months will total
      $12,050,000. The breakdown is as follows:






Marketing Materials
            
            $
            50,000Website
                development
            
            $
            75,000Merchant
                  Development
            
            $
            75,000Catalog
                Printing and
                Distribution
            
            $
            9,000,000Order
                  Processing and Customer
                  Service Outsource
            
            $
            1,000,000Development
                of Information systems
                and technology
            
            $
            75,000Establish
                  additional office and
                  fulfillment work space
            
            $
            500,000Legal/Accounting
            
            $
            75,000General/Administrative
            
            $
            1,200,000Total
            
            $
            12,050,000





MARKETING
      MATERIALS.We are
      currently working with a company to create a brand identity and marketing
      materials for AspireJapan.
      We will develop a company logo,
      tagline and promotional materials. Additionally we will develop a Corporate
      Brochure, a Press Kit, a Catalog Prototype consisting of a sample catalog
      demonstrating the quality and elegance of our proposed catalog ad pages along
      with company Letterhead, Envelopes & Business Cards. We have completed our
      initial marketing materials completed and have budgeted $50,000 during the
      next
      twelve months for this objective. We will utilize existing funds to achieve
      this
      component of our plan and will not seek additional financing to complete this
      objective.





MERCHANT
      AGREEMENTS. The merchandise
      intended to be sold by the Company will be sourced from a wide variety of
      American vendors. The Company’s business depends on being able to find qualified
      American vendors and access products in a timely and efficient manner. We plan
      to enter into agreements with merchants who will supply the products and
      services offered in our catalog and website.  Under these agreements,
      we will buy merchandise at pre-established rates or receive placement fees
      for
      inclusion of the merchant’s products in AspireJapanprograms.  Participating
      merchants will agree to maintain sufficient levels of inventory to satisfy
      customer demand and to ship all orders within 72 hours unless the merchandise
      is
      out-of-stock. To date we have not entered into any merchant agreements, yet
      we
      anticipate the agreements will likely vary in length typically from one quarter
      to one year. We will source and identify well known U.S. companies that could
      potentially work with Aspire Japan; identify the best point of contact within
      those organizations; evaluate interest, needs and opportunities so that Aspire
      Japan can approach these companies to become participating merchants. The cost
      of completing the stated objectives during the next twelve months is budgeted
      at
      $75,000, including $40,000 for market research.





we
      have completed internal market
      research which includes secondary research and a series of executive interviews
      with American retail firms. After reviewing the completed market research,
      we
      will now start the marketing process of finding the advertisers for our catalog
      publications beginning October 2007. We will utilize existing funds or funds
      from ongoing operations to achieve this component of our plan and will not
      seek
      additional financing to complete this objective.





WEB
      SITE
      DEVELOPMENT.The
      Company has budgeted resources during 2007 for development of Web site and
      e-commerce infrastructure.  In the fourth quarter of 2007, we plan to
      launch our Web site, www.aspire-japan.com. Our new Web site will be Japanese
      consumer-friendly with a well designed home page, navigation capabilities,
      and
      an enhanced search engine which enables consumers to search and define their
      shopping needs. We anticipate the costs of producing our website and developing
      our e-commerce systems to be $75,000 during the next twelve months. We will
      utilize existing funds or funds from ongoing operations to achieve this
      component of our plan and will not seek additional financing to complete this
      objective.






11






PRODUCE
      AND
      DISTRIBUTE OUR ASPIRE CATALOGS. In the second quarter
      of 2008, we
      intend to begin distributing our Aspire catalog to a targeted group of female
      consumers who reside inJapan.
      Our Aspire catalog differs from other
      catalog titles in that it solely contains merchandise from American merchandise
      brands and is printed in Japanese. The catalog will be designed to encourage
      consumers to shop via the catalog and internet.





Our
      initial catalog will focus primarily
      on women’s clothing and fashion accessories from American merchandise brands. In
      the future we intend to add health and beauty aids, children's toys, executive
      gifts, educational products, gourmet cooking aids, exercise equipment, jewelry,
      luggage, travel aids, and home accessories from American merchants. During
      2008,
      we intend to distribute approximately 2 million Aspire catalogs. We
      anticipate the costs of producing and distributing our initial 240 page catalog
      at a cost of $3 million, consisting of $1.9 million for production and $1.1
      million for distribution of 2 million copies. We intend to utilize proceeds
      from
      the sale of advertising space to cover the cost of producing and distributing
      the catalogs. Each catalog will be limited to the sale of 200 pages of
      advertising at a cost of $20,000 per page, per issue.




After
      the initial catalog is launched,
      we plan to increase the circulation of Aspire catalog by approximately 2 million
      copies per quarter with the total budget for producing and distribution of
      $3
      million per distribution, consisting of $1.9 million for production and $1.1
      million for distribution of 2 million copies, for the third and fourth quarters
      of 2008 for a total budget $9 million during the next twelve months. Without
      significant revenues from advertising, we will require additional financing
      to
      complete this objective.




ORDER
      PROCESSING AND
      CUSTOMER SERVICE OUTSOURCE.We maintain no significant
      inventory,
      and therefore, once we receive a customer’s order, we will transmit it to the
      appropriate merchant who will in turn ship the merchandise directly to our
      logistics center. We will outsource our call volume to a company that has live
      operator inbound call center and service agency. We will seek a web-enabled
      call
      center with a company that can increase sales with up-sells, customer service,
      lead generation with surveys, e-mail response and web-based call center services
      beginning during the third quarter of 2007. Our goal is to provide the highest
      level of call center services available to our clients. We have budgeted
      $1,000,000during the next twelve months for this objective, with the initial
      expenditure of $200,000 during the second quarter of 2008 and approximately
      $75,000 per month each month thereafter. The in-bound sales representatives
      will
      be employees of the call center, and will not be employed by us, we forecast
      escalating the staffing levels up to 40 in-bound sales representatives during
      the first year of operations. Without significant revenues within the next
      twelve months, we will require additional financing to complete this objective
      and potentially achieve our goal of profit, revenue and
      growth.




Development
      of
      Information systems and technology.We will implement order
      entry, transaction-processing and fulfillment services and systems using a
      combination of our own proprietary technologies and commercially available
      licensed technologies.  As a catalog company we intend to be able to
      create an extensive proprietary database of customer information including
      customer demographics, purchasing history, and proximity to an existing or
      planned premium retail store. We believe our ability to effectively design
      and
      manage our marketing and promotional programs is enhanced by this rich source
      of
      information, allowing us to adjust the frequency, timing and content of each
      program to maximize the benefit gained. The Company’s current strategy is to
      spend minimal development efforts on enhancing the specialized, proprietary
      software that is unique to its business and to license commercially developed
      technology for other applications where available and required.  We
      will implement a Web-based system that can provide the Company with many
      advantages, including giving us significant flexibility in implementing
      marketing programs. We will utilize existing funds or funds from ongoing
      operations to achieve this component of our plan and will not seek additional
      financing to complete this objective. We intend to lease our equipment and
      do
      not anticipate the purchase or sale of any significant equipment. During the
      next twelve months we have budgeted $100,000 for this objective. Without
      significant revenues within the next twelve months, we will require additional
      financing to complete this objective and potentially achieve our goal of profit,
      revenue and growth.




Establish
      additional
      office and fulfillment work space.We
      intend to open additional office and
      fulfillment work spaces in Portland, Oregon and Tokyo, Japan. We have offices
      in
      Tokyo, Portland, Californiaand Osaka, Japan. We intend to lease the office
      space
      and equipment and do not anticipate the purchase or sale of any significant
      equipment. We estimate the cost to open each office to total approximately
      $500,000 over the next twelve months, with the amount of expenditure to set
      up
      the logistic center in Chiba, Japanto be approximately $300,000 and the
      expenditure to establish a logistic center in Portland, Oregonto be
      approximately $200,000. Beginning in the second quarter of 2008, we intend
      to
      open both locations.  We have not identified any specific locations or
      entered into any lease agreements at this time. Without significant revenues
      within the next twelve months, we will require additional financing to complete
      this objective and potentially achieve our goal of profit, revenue and
      growth.










12




Develop
      an Employee
      and Management Team to Optimize Our Business.We anticipate expanding
      our
      management and employee team with a focus on training and professional
      development for all levels of employees. We expect to increase the number of
      employees, including a Chief Financial Officer of the company and by hiring
      operational, administrative and sales and marketing employees once we have
      successfully completed our financing. We plan to hire a total of 120 employees
      during the next twelve months.  We have not identified such employees
      nor had any discussions with potential candidates. This is an ongoing objective
      and we have not allocated any specific funds for this
      objective.





The
      foregoing represents our best
      estimate of our cash needs based on current planning and business conditions.
      The exact allocation, purposes and timing of any monies raised in subsequent
      financings may vary significantly depending upon the exact amount of funds
      raised and status of our business plan. In the event we are not successful
      in
      reaching our initial revenue targets, additional funds may be required and
      we
      would then not be able to proceed with our business plan for the development
      and
      marketing of our products and services. Should this occur, we would likely
      seek
      additional financing to support the continued operation of our
      business.





Capital
      Resources and Liquidity




We
        are currently financing operations
        primarily through funds raised in private placements August 30, 2006, November
        30, 2006, and April 2007. In August 2006, we completed an offering in which
        we
        raised a total of $6,700.  In November 2006, we completed an offering
        in which we raised a total of $275,000. In April 2007, we raised
        $435,000.  As of October 31, 2007, we had cash of approximately
        $33,535.




We
          do not believe we can satisfy
          our cash requirements for the next twelve months from revenue and through
          funds
          raised in our private placements. Beginning in 2008, we plan to raise additional
          capital to be used for operating capital and to repay outstanding
          notes payable. We intend to raise these funds through additional private
          placements. We have not identified any sources of capital, lines of credit
          or
          loans at this time. Completion of our plan of operation is subject to attaining
          adequate revenue and through funds raised from private placements. We cannot
          assure investors that adequate revenues will be generated. In the event
          we are
          not successful in reaching our initial revenue targets, Management believes
          that
          it will raise the funds required and we would then be able to proceed with
          our
          business plan for the development and marketing of our products and services
          along with the commencement of our business activities in the first quarter
          of 2008.
 In
        the absence of our projected revenues
        and the absence of additional capital we may be unable to proceed with our
        plan
        of operations. We anticipate that depending on market conditions and our
        plan of
        operations, we would incur operating losses in the foreseeable future. We
        base
        this expectation, in part, on the fact that we may not be able to generate
        enough gross profit from our operations to cover our operating expenses.
        Consequently, there is substantial doubt about our ability to continue to
        operate as a going concern.
  As
        reflected in the accompanying
        financial statements, we are in the development stage, a working capital
        deficiency of $457,359, a stockholders deficiency of $441,039 and have a
        negative cash flow from operations of $1,111,732 from inception. This raises
        substantial doubt about its ability to continue as a going concern. Our ability
        to continue as a going concern is dependent on our ability to raise additional
        capital and implement our business plan. The financial statements do not
        include
        any adjustments that might be necessary if we are unable to continue as a
        going
        concern.
  We
        have
        completed our efforts to become a public company and by doing so we have
        incurred and will continue to incur additional significant expenses for legal,
        accounting and related services.  As a public entity, subject to the
        reporting requirements of the Securities Exchange Act of 1934, there are
        be
        ongoing expenses associated with the ongoing professional fees for accounting,
        legal and a host of other expenses for annual reports and proxy statements
        as
        well as costs for (i) increased marketing and advertising to support any
        growth
        in sales for the Company; (ii) potential to hire additional personnel to
        manage
        and expand the Company's operations. Moving forward, and dependent upon the
        execution of our business plan, we anticipate that our monthly expenses will
        increase to $100,000 per month during the next twelve months.




Results
      of
      Operation




The
        Company did not have any operating
        income from inception through October 31, 2007. For the 9 months ended October
        31, 2007, the registrant recognized a net loss of $1,305,022 and for the
        period
        from inception through October 31, 2007, the registrant recognized a net
        loss of
        $1,344,640.  Expenses for the period were comprised of costs of
        professional fees of $195,947, marketing expenses of $381,918, consulting
        fees
        of $135,000, compensation of $400,814 and general and administrative
        expensive.








13





Recent
      Accounting Pronouncements




In
      September 2006, the FASB issued SFAS
      No. 157, “Fair
      Value
      Measurements”. The
      objective of SFAS 157 is to increase consistency and comparability in fair
      value
      measurements and to expand disclosures about fair value measurements. SFAS
      157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 applies under other accounting pronouncements
      that
      require or permit fair value measurements and does not require any new fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.




In
      February 2007, the Financial
      Accounting Standards Board (FASB) issued SFAS No. 159, “The
      Fair Value
      Option for Financial Assets and Financial Liabilities - Including an Amendment
      of FASB Statement No. 115”.
      This statement permits entities to choose to measure many financial instruments
      and certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the amendment
      to SFAS No. 115 “Accounting
      for
      Certain Investments in Debt and Equity Securities” applies to all entities
      with
      available-for-sale and trading securities. SFAS No. 159 is effective as of
      the
      beginning of an entity’s first fiscal year that begins after November 15, 2007.
      Early adoption is permitted as of the beginning of a fiscal year that begins
      on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, “Fair
      Value
      Measurements”.The adoption
      of this statement is not expected to have a material effect on the Company's
      financial statements.





In
      December 2007, the Financial
      Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling
      Interests in Consolidated Financial Statements – an amendment of ARB No.
      51”.  This
      statement improves the relevance, comparability, and transparency of the
      financial information that a reporting entity provides in its consolidated
      financial statements by establishing accounting and reporting standards that
      require;the ownership
      interests in subsidiaries held by parties other than the parent and the amount
      of consolidated net income attributable to the parent and to the noncontrolling
      interest be clearly identified and presented on the face of the consolidated
      statement of income, changes in a parent’s ownership interest while the parent
      retains its controlling financial interest in its subsidiary be accounted for
      consistently, when a subsidiary is deconsolidated, any retained noncontrolling
      equity investment in the former subsidiary be initially measured at fair value,
      entities provide sufficient disclosures that clearly identify and distinguish
      between the interests of the parent and the interests of the noncontrolling
      owners.  SFAS No. 160 affects those entities that have an outstanding
      noncontrolling interest in one or more subsidiaries or that deconsolidate a
      subsidiary.SFAS No. 160 is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. Early adoption is prohibited. The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements




Critical
      Accounting Policies




Our
      financial statements and related
      public financial information are based on the application of accounting
      principles generally accepted in theUnited States(“GAAP”).
      GAAP requires the use of
      estimates; assumptions, judgments and subjective interpretations of accounting
      principles that have an impact on the assets, liabilities, revenue and expense
      amounts reported. These estimates can also affect supplemental information
      contained in our external disclosures including information regarding
      contingencies, risk and financial condition. We believe our use of estimates
      and
      underlying accounting assumptions adhere to GAAP and are consistently and
      conservatively applied. We base our estimates on historical experience and
      on
      various other assumptions that we believe to be reasonable under the
      circumstances. Actual results may differ materially from these estimates under
      different assumptions or conditions. We continue to monitor significant
      estimates made during the preparation of our financial
      statements.





Item
      3.   Controls
      and
      Procedures





(a)Evaluation
      of
      disclosure controls and procedures.




Under
        the direction of our Chief
        Executive Officer and Chief Financial Officer, we evaluated our disclosure
        controls and procedures and internal control over financial reporting and
        concluded that (i) our disclosure controls and procedures were effective
        as of
        October 31, 2007, and (ii) no change in internal control over financial
        reporting occurred during the quarter ended October 31, 2007 that has materially
        affected, or is reasonably likely to materially affect, such internal control
        over financial reporting.




(b)          Changes
      in internal controls.




Our
      Certifying Officer has indicated
      that there were no significant changes in our internal controls or other factors
      that could significantly affect such controls subsequent to the date of his
      evaluation, and there were no such control actions with regard to significant
      deficiencies and material weaknesses.  There have not been any changes
      in the Company’s internal controls over financial reporting during the last
      fiscal quarter.







14





PART
      II - OTHER
      INFORMATION




Item
      1.Legal
      Proceedings.




The
      Company is currently not a party to
      any pending legal proceedings and no such action by, or to the best of its
      knowledge, against the Company has been threatened.




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




None




Item
      3.Defaults
      Upon Senior
      Securities.




None





Item
      4.Submission
      of Matters
      to a Vote of Security Holders.




No
      matter was submitted during the
      quarter ending October 31, 2007, covered by this report to a vote of the
      Company’s stockholders, through the solicitation of proxies or
      otherwise.




Item
      5.Other
      Information.




None





Item
      6.Exhibits
      and Reports
      of Form 8-K.




(a)        Exhibits





31.1
      CEO
      Certification pursuant to Section 302 of Sarbanes Oxley Act of
      2002




32.1
      CEO
      Certification pursuant to Section 906 of Sarbanes Oxley Act of
      2002




(b)       Reports
      of Form 8-K





None








15








SIGNATURES




In
      accordance with Section 13 or 15(d)
      of the Exchange Act, the registrant caused this report to be signed on its
      behalf by the undersigned, there unto duly authorized.






Aspire
                Japan,
                Inc.RegistrantDate:
                December 20,
                2007
            By:
            /s/Ken
                OsakoKen
                OsakoPresident
                and CEO, and
                CFO








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