**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**AMENDMENT
        NO. 2 TO 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 April 30, 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, 11th
      Floor,


Newport
      Beach, CA 92660


(Address
      of Principal Executive Offices)




**(949)
      798-6138**


(Issuer’s
      telephone number)




Dream
        Media, Inc.


(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 June 22, 2007: 7,760,000 shares of common stock.

































**Aspire
      Japan, Inc.**


**(a
      development stage company)**




**FINANCIAL
      STATEMENTS**




**INDEX**




**Part
      I-- FINANCIAL INFORMATION**




Item
                1. Financial StatementsItem
                2. Management’s Discussion and Analysis of Financial
                ConditionItem
                3. Control and Procedures




**Part
      II-- OTHER INFORMATION**




Item
                1. Legal ProceedingsItem
                2. Changes in SecuritiesItem
                3. Defaults Upon Senior SecuritiesItem
                4. Submission of Matters to a Vote of Security HoldersItem
                5. Other InformationItem
                6. Exhibits and Reports on Form 8-K




Signature































**Item
      1. Financial Information**




BASIS
      OF
      PRESENTATION




The
        accompanying reviewed financial statements are presented in accordance with
        U.S.
        generally accepted accounting principles for interim financial information
        and
        the instructions to Form 10-QSB and item 310 under subpart A of Regulation
        S-B.
        Accordingly, they do not include all of the information and footnotes required
        by generally accepted accounting principles for complete financial statements.
        In the opinion of management, all adjustments (consisting only of normal
        occurring accruals) considered necessary in order to make the financial
        statements not misleading, have been included. Operating results for the
        three
        months ended April 30, 2007 are not necessarily indicative of results that
        maybe
        expected for the year ending January 31, 2008. The financial statements are
        presented on the accrual basis.






This
            amended 10QSB is being filed to
            revise Item 3. Controls and Procedures in accordance with Item 307 and
            308 of
            Regulation S-B.




**ASPIRE
        JAPAN, INC.**


**(a
        development stage company)**


**FINANCIAL
      STATEMENTS**























**Aspire
          Japan, Inc. (f/k/a Dream Media, Inc.)**
 **(a
          development stage company)**
 
  
  **CONTENTS**
 
 PAGE
                1
                BALANCE
                    SHEET AS OF APRIL 30, 2007 (UNAUDITED)PAGE
                2
                STATEMENT
                    OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED
                    APRIL 30,
                    2007 AND 2006, AND FOR THE PERIOD FROM FEBURARY 2, 2005 (INCEPTION)
                    TO
                    APRIL 30, 2007 (UNAUDITED)PAGE
                3
                STATEMENT
                    OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM FEBRUARY 2, 2005
                    (INCEPTION) TO APRIL 30, 2007 (UNAUDITED)PAGE
                4
                STATEMENT
                    OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 30, 2007 AND 2006
                    AND FOR
                    THE PERIOD FROM FEBURARY 2, 2005 (INCEPTION) TO APRIL 30, 2007
                    (UNAUDITED)PAGES
                5
                    -
                    9
                NOTES
                    TO FINANCIAL STATEMENTS
   
  **Aspire
                    Japan, Inc. (f/k/a Dream Media, Inc.)****(a
                    development stage company)****BALANCE
                    SHEET****As
                    of April 30, 2007 (Unaudited)****ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                589,003Prepaid
                    expenses
                
                
                37,168**TOTAL
                    CURRENT ASSETS**
                
                
                626,171**OTHER
                    ASSETS**Deposits
                
                
                380**TOTAL
                    ASSETS**
                
                $
                626,551**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued expenses
                
                $
                6,115Notes
                    payable - related party
                
                
                47,445**TOTAL
                    CURRENT LIABILITIES**
                
                
                53,560**STOCKHOLDERS'
                    EQUITY**Preferred
                    Stock - Par value $.001;Authorized:
                    50,000,000Issued
                    and Outstanding: none
                
                
                -Common
                    Stock - Par value $0.001;Authorized:
                    100,000,000Issued
                    and Outstanding: 7,610,000
                
                
                7,610Additional
                    Paid-In Capital
                
                
                819,190Deferred
                    Stock Compensation
                
                
                (83,333
                )Other
                    Comprehensive Income (Loss)
                
                
                1,198Accumulated
                    Deficit during development stage
                
                
                (171,674
                )Total
                    Stockholders' Equity
                
                
                572,991**TOTAL
                    LIABILITIES AND EQUITY**
                
                $
                626,551
  The
          accompanying notes are an integral part of these financial
          statements.
   1
 **Aspire
                    Japan, Inc. (f/k/a Dream Media, Inc.)****(a
                    development stage company)****STATEMENT
                    OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)****For
                    the period****For
                    the three**
                
                
                **For
                    the three**
                
                
                **February
                    2, 2005****months
                    ending**
                
                
                **months
                    ending**
                
                
                **(inception)
                    to****April
                    30, 2007**
                
                
                **April
                    30, 2006**
                
                
                **April
                    30, 2007****Revenue**
                
                $
                -
                
                
                $
                -
                
                
                $
                -**Operating
                    Expenses**Professional
                    Fees
                
                
                10,239
                
                
                
                
                
                
                
                36,357Marketing
                    Expenses
                
                
                60,000
                
                
                
                
                
                
                
                60,000Consulting
                    Fees
                
                
                59,676
                
                
                
                
                
                
                
                59,676General
                    and administrative
                
                
                3,745
                
                
                
                250
                
                
                
                17,245**Total
                    Operating Expenses**
                
                
                133,660
                
                
                
                250
                
                
                
                173,278**Loss
                    from Operations**
                
                
                (133,660
                )
                
                
                (250
                )
                
                
                (173,278
                )**Interest
                    Income**
                
                
                1,604
                
                
                
                -
                
                
                
                1,604**Provision
                    for Income Taxes**
                
                
                -
                
                
                
                -
                
                
                
                -**Net
                    Loss**
                
                
                (132,056
                )
                
                
                (250
                )
                
                
                (171,674
                )**Other
                    Comprehensive Income**Foreign
                    Currency Translation Gain
                
                
                1,198
                
                
                
                -
                
                
                
                1,198**Comprehensive
                    Loss**
                
                $
                (130,858
                )
                
                $
                (250
                )
                
                $
                (170,476
                )**Net
                    Loss Per Share  - Basic and Diluted**
                
                $
                (0.02
                )
                
                $
                (0.00
                )
                
                $
                (0.08
                )**Weighted
                    average number of shares outstanding**
                
                
                7,151,011
                
                
                
                100,000
                
                
                
                2,028,752**during
                    the period - basic and diluted**
  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 STOCKHOLDERS' EQUITY****From
                    inception (February 2, 2005) through April 30, 2007
                    (Unaudited)****Accumulated****Additional**
                
                **Deferred**
                
                **Deficit
                      During**
                
                
                **Other****Preferred
                    Stock**
                
                
                **Common
                    Stock**
                
                
                **Paid
                    In**
                
                **Stock**
                
                **Development**
                
                
                **Comprehensive**
                
                
                **Total****Shares**
                
                
                **Par**
                
                
                **Shares**
                
                
                **Par**
                
                
                **Capital**
                
                **Compensation**
                
                **Stage**
                
                
                **Income
                    (Loss)**
                
                
                **Equity**Stock
                    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
                
                
                
                0
                
                -
                
                
                (2,225
                )
                
                
                0
                
                
                
                (2,125
                )Stock
                    Issued for cash onSeptember
                    15, 2006 at $0.001per
                    share from private placement
                
                
                -
                
                
                
                -
                
                
                
                6,700,000
                
                
                
                6,700
                
                
                
                0
                
                
                
                
                0
                
                
                
                0
                
                
                
                6,700Stock
                    Issued for cash onNovember
                    6, 2006 at $1.00
                
                
                -
                
                
                
                -
                
                
                
                275,000
                
                
                
                275
                
                
                
                274,725
                
                
                
                
                0
                
                
                
                0
                
                
                
                275,000per
                    share from private placementIn
                    Kind contribution
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                0
                
                
                
                7,000
                
                
                
                
                0
                
                
                
                0
                
                
                
                7,000Net
                    Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                0
                
                
                
                0
                
                -
                
                
                (37,393
                )
                
                
                0
                
                
                
                (37,393
                )Balance,
                    January 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                7,075,000
                
                
                
                7,075
                
                
                
                281,725
                
                -
                
                
                (39,618
                )
                
                
                0
                
                
                
                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 Servicesat
                    $1.00 per share
                
                
                
                
                
                
                
                
                
                
                100,000
                
                
                
                100
                
                
                
                99,900
                
                (83,333)
                
                
                
                
                
                
                
                
                
                
                16,667In
                    Kind contribution
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,000
                
                
                
                
                
                
                
                
                
                
                
                
                3,000Net
                    Loss for the three months
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (132,056
                )
                
                
                
                
                
                
                (132,056
                )ended
                    April 30, 2007Other
                    Comprehensive Income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,198
                
                
                
                1,198Total
                    Comprehensive Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                -
                
                
                -
                
                
                
                -
                
                
                
                (130,858
                )Balance,
                    April 30, 2007
                
                
                -
                
                
                
                -
                
                
                
                7,610,000
                
                
                $
                7,610
                
                
                $
                819,190
                
                $                     (83,333)
                
                $
                (171,674
                )
                
                $
                1,198
                
                
                $
                572,991
 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)****STATEMENTS
                    OF CASH FLOWS (Unaudited)****For
                    the period****For
                    the three**
                
                
                **For
                    the three**
                
                
                **February
                    2, 2005****months
                    ending**
                
                
                **months
                    ending**
                
                
                **(inception)
                    to****April
                    30, 2007**
                
                
                **April
                    30, 2006**
                
                
                **April
                    30, 2007****Cash
                    Flows From Operating Activities:**Net
                    Loss
                
                $
                (132,056
                )
                
                $
                (250
                )
                
                $
                (171,674
                )Adjustments
                    to reconcile net loss to net cash used in operationsIn-kind
                    contribution
                
                
                3,000
                
                
                
                -
                
                
                
                10,000Stock
                    issued for services
                
                
                16,667
                
                
                
                
                
                
                
                16,667Stock
                    issued for incorporation expense
                
                
                -
                
                
                
                -
                
                
                
                100Changes
                    in operating assets and liabilities:(Increase)/Decrease
                    in Prepaid Expenses
                
                
                (9,601
                )
                
                
                -
                
                
                
                (37,548
                )Increase/(Decrease)
                    in  Accounts Pay & Accrued Exp
                
                
                1,530
                
                
                
                250
                
                
                
                6,115**Net
                    Cash Used In Operating Activities**
                
                
                (120,460
                )
                
                
                -
                
                
                
                (176,340
                )**Cash
                    Flows From Investing Activities:**
                
                
                -
                
                
                
                -**Cash
                    Flows From Financing Activities:**Proceeds
                    from Note Payable - related party
                
                
                
                
                
                
                
                
                
                
                101,680Repayment
                    of Note Payable - related party
                
                
                (54,235
                )
                
                
                -
                
                
                
                (54,235
                )Proceeds
                    from Common Stock issuance
                
                
                435,000
                
                
                
                -
                
                
                
                716,700**Net
                    Cash Provided by Financing Activities**
                
                
                380,765
                
                
                
                -
                
                
                
                764,145**Net
                    Increase in Cash**
                
                
                260,305
                
                
                
                -
                
                
                
                587,805**Effect
                    of Exchange Rate on Cash**
                
                
                1,198
                
                
                
                
                
                
                
                1,198Cash
                    at Beginning of Period
                
                
                327,500
                
                
                
                -
                
                
                
                -**Cash
                    at End of Period**
                
                $
                589,003
                
                
                $
                -
                
                
                $
                589,003**Supplemental
                    disclosure of cash flow information:**Cash
                    paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
                    paid for taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
   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)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **As
          of April 30, 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
          $171,674 from inception and used cash in operations of $176,340 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.
    5
   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 April 30, 2007 the Company had $52,720 of cash in excess of
          FDIC
          insurance.In
          addition,at April 30, 2007, the Company had total cash of $435,085 in a
          Japanese bank which is uninsured.
 
 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 ands 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 April 30, 2007 and 2006 there were no common
          share
          equivalents outstanding.
   6
   Recent
          Accounting Pronouncements
 
 In
          February 2006, the FASB issued SFAS No. 155, "*Accounting for Certain Hybrid
          Financial Instruments-an amendment of FASB Statements No. 133 and 140*", to
          simplify and make more consistent the accounting for certain financial
          instruments. SFAS No. 155 amends SFAS No. 133, "*Accounting for Derivative
          Instruments and Hedging Activities*", to permit fair value re-measurement
          for any hybrid financial instrument with an embedded derivative that otherwise
          would require bifurcation, provided that the whole instrument is accounted
          for
          on a fair value basis.
 SFAS
          No.
          155 amends SFAS No. 140, "*Accounting for the Impairment or Disposal of
          Long-Lived Assets*", to allow a qualifying special-purpose entity to hold a
          derivative financial instrument that pertains to a beneficial interest
          other
          than another derivative financial instrument. SFAS No. 155 applies to all
          financial instruments acquired or issued after the beginning of an entity's
          first fiscal year that begins after September 15, 2006, with earlier application
          allowed. The adoption of this statement did not have  a material
          effect on the Company's financial position or results of
          operations.
  In
          March
          2006, the FASB issued SFAS No. 156, "*Accounting for Servicing of Financial
          Assets, an amendment of FASB Statement No. 140, Accounting for Transfers
          and
          Servicing of Financial Assets and Extinguishments of Liabilities*". This
          statement requires all separately recognized servicing assets and servicing
          liabilities be initially measured at fair value, if practicable, and permits
          for
          subsequent measurement using either fair value measurement with changes
          in fair
          value reflected in earnings or the amortization and impairment requirements
          of
          Statement No. 140. The subsequent measurement of separately recognized
          servicing
          assets and servicing liabilities at fair value eliminates the necessity
          for
          entities that manage the risks inherent in servicing assets and servicing
          liabilities with derivatives to qualify for hedge accounting treatment
          and
          eliminates the characterization of declines in fair value as impairments
          or
          direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
          year
          beginning after September 15, 2006. The adoption of this statement did
          not
          have  a material effect on the Company's future reported financial
          position or results of operations.
  In
          June
          22, 2006, the FASB issued FASB Interpretation No. 48, *“Accounting for
          Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109”*.
          FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing
          a
          two-step method of first evaluating whether a tax position has met a more
          likely
          than not recognition threshold and second, measuring that tax position
          to
          determine the amount of benefit to be recognized in the financial statements.
          FIN 48 provides guidance on the presentation of such positions within a
          classified statement of financial position as well as on derecognition,
          interest
          and penalties, accounting in interim periods, disclosure, and transition.
          FIN 48
          is effective for fiscal years beginning after December 15, 2006. The adoption
          of
          this statement did not have  a material effect on the Company's future
          reported financial position or results of operations.
  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
          September 2006, the FASB issued SFAS No. 158, “*Employers’ Accounting for
          Defined Benefit Pension and Other Postretirement Plans - an amendment of
          FASB
          Statements No. 87, 88, 106, and 132(R)*”. This statement requires employers
          to recognize the over-funded or under-funded status of a defined benefit
          postretirement plan (other than a multiemployer plan) as an asset or liability
          in its statement of financial position and to recognize changes in that
          funded
          status in the year in which the changes occur through comprehensive income
          of a
          business entity or changes in unrestricted net assets of a not-for-profit
          organization. This statement also requires an employer to measure the funded
          status of a plan as of the date of its year-end statement of financial
          position,
          with limited exceptions. The provisions of SFAS No. 158 are effective for
          employers with publicly traded equity securities as of the end of the fiscal
          year ending after December 15, 2006. The adoption of this statement did
          not have
          a material effect on the Company's future reported financial position or
          results
          of operations.
   7
 
 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.
  **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 is
          non-interest bearing (See Note 3).
 
 During
          the period ending April 30, 2007, the Company repaid $54,235 of the note
          payable
          to the related party officer and director..
 
 **NOTE
          3 - NOTES PAYABLE -RELATED PARTY**
 
 During
          the year ending January 31, 2007, the Company received $101,680 from a
          related
          party officer and director.  The Company repaid $54,235 of the note
          during the quarter ending April 30, 2007 resulting in a balance of $47,445.
          The
          balance is due in July 2007 and is non-interest bearing (See Note
          2).
 
 **NOTE
          4 - 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.
 
 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 April 30,
          2007, the Company recorded an expense of $16,667 and deferred compenseation
          of
          $83,333 related to the consulting agreement.
  
 8
 
 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
 
 **NOTE
          5 - 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)
  **NOTE
          6 - SUBSEQUENT EVENTS**
  During
          June, 2007 the Company entered into an agreement with an executive referral
          service for the hiring of the new President and Chief Marketing
          Officer.  This agreement calls for a one time fee of $100,000 due in
          June.
 
 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, the Company will enter into a restricted stock option grant
          with the
          new Officer whereby he will receive common stock in the Company. 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. As of the date of this report, the number of
          options
          to be issued has not been determined.
 
 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.
 
 During
          June 22, 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.
 
 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.




9





**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 Dream Media. 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 expect to have
      all our marketing materials completed by September 2007 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 Dream Media programs.  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 Dream Media; identify the best point of contact within those organizations;
      evaluate interest, needs and opportunities so that Dream Media 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.





To
      date
      we have not entered into any agreements yet we are in discussion with firms
      to
      conduct market research on behalf of Dream Media and estimate the cost to be
      approximately $40,000 to undertake this important research project for Dream
      Media which we intend to complete by September 2007. These market research
      activities will include secondary research and a series of executive interviews
      with American retail firms. After reviewing the completed market research,
      we
      will then start the marketing process of finding the advertisers for our catalog
      publications during the third quarter of 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.




**PRODUCE
      AND DISTRIBUTE OUR ASPIRE CATALOGS**. In the fourth quarter of 2007, we
      intend to begin distributing our Aspire catalog to a targeted group of female
      consumers who reside in Japan. 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.


10




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 2007, 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 first and second 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 third quarter of 2007 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 Chiba, Japan. We
      have
      offices in California and Osaka, Japan area and plan to evaluate opportunities
      to strategically expand our geographic presence with 2 additional satellite
      office and fulfillment work spaces within the next 12 months. 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, Japan to be approximately
      $300,000 and the expenditure to establish a logistic center in Portland, Oregon
      to be approximately $200,000. Beginning in the fourth quarter of 2007, 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.





11


**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 President and 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 $435,000.  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 April 30, 2007, we had cash
        of approximately $589,000.


We
      expect
      to satisfy our cash requirements for the next twelve months from revenue and
      through funds raised in our private placements. During 2007, we plan to raise
      additional capital of $3 million for additional operating capital. We intend
      to
      raise these funds through additional private placements. We have not identified
      any sources of capital, lines of credit or loans at this time. Completion of
      our
      plan of operation is subject to attaining adequate revenue and through funds
      raised from private placements. We cannot assure investors that adequate
      revenues will be generated. In the event we are not successful in reaching
      our
      initial revenue targets, Management believes that it will raise the funds
      required and we would then be able to proceed with our business plan for the
      development and marketing of our products and services along with the
      commencement of our business activities in the fourth quarter of
      2007.





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 and have a negative cash flow from operations of $176,340 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.


The
      Company has embarked upon an effort to become a public company and by doing
      so,
      has incurred and will continue to incur additional significant expenses for
      legal, accounting and related services. Once the Company becomes a public
      entity, subject to the reporting requirements of the Securities Exchange Act
      of
      1934, there will 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 to be incurred 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 April
          30, 2007.
          For the quarter ended April 30, 2007, the registrant recognized a net loss
          of
          $132,056and for the period from inception through April 30, 2007, the registrant
          recognized a net loss of $171,674. Some general and administrative expenses
          during the quarter were accrued. Expenses for the quarter were comprised
          of
          costs mainly associated with legal, accounting and office and $60,000 was
          for
          marketing expense and brand development.


12





**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.




**Critical
      Accounting Policies**




Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use 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 April 1, 2007, and (ii) no change in
            internal
            control over financial reporting occurred during the quarter ended April
            30,
            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.




13


**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.                      Changes
      in Securities.


On
        April
        30, 2006, we issued 435,000 shares of our common stock to the following
        shareholders pursuant to an offering at $1.00 per share for a total of $435,000.
        Such shares were issued in reliance on the exemption under Section 4(2) of
        the
        Securities Act of 1933, as amended.
 
 We
        issued
        the following shares on June 4, 2007 as compensation for services rendered:
        100,000 shares to Global Business Resources, Inc. for consulting services,
        and
        25,000 shares to Richard I. Anslow, 20,000 shares to Gregg E. Jaclin, and
        5,000
        shares to Christine L. Zurich for legal services rendered.


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 April 30, 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


31.2
        CFO
        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




32.2
      CFO
      Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)            Reports
      of Form 8-K





A
        Form 8K was filed
        with the SEC on June 5, 2007 to appoint a new officer and
        director.




**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:
                  August 30, 2007
              By:
              */s/
                  *David
                  Daisuke Nakajima**David
                  Daisuke NakajimaPresident
                  and CEO






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