**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 July 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, 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. Yes x
        No o
  Indicate
        by check mark whether the registrant is a shell company as defined in Rule
        12b-2
        of the Exchange Act.
 Yes
x
        No o
  State
          the
          number of shares outstanding of each of the issuer’s classes of common equity,
          as of September 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)**
   **CONTENTS**
 
  
  PAGE
                  1
                  BALANCE
                      SHEET AS OF JULY 31, 2007 (UNAUDITED)PAGE
                  2
                  STATEMENT
                      OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX
                      MONTHS ENDED
                      JULY 31, 2007 AND 2006, AND FOR THE PERIOD FROM FEBURARY 2,
                      2005
                      (INCEPTION) TO JULY 31, 2007 (UNAUDITED)PAGE
                  3
                  STATEMENT
                      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM FEBRUARY
                      2, 2005 (INCEPTION) TO JULY 31, 2007 (UNAUDITED)PAGE
                  4
                  STATEMENT
                      OF CASH FLOWS FOR THE SIX MONTHS ENDED JULY 31, 2007 AND 2006
                      AND FOR THE
                      PERIOD FROM FEBURARY 2, 2005 (INCEPTION) TO JULY 31, 2007
                      (UNAUDITED)PAGES
                  5
                      -
                      10
                  NOTES
                      TO FINANCIAL STATEMENTS


**Aspire
                        Japan, Inc. (f/k/a Dream Media, Inc.)****(a
                        development stage company)****BALANCE
                        SHEET****As
                        of July 31, 2007 (Unaudited)****ASSETS****CURRENT
                        ASSETS**Cash
                    
                    $
                    178,536Prepaid
                      expenses
                    
                    
                    17,024**TOTAL
                      CURRENT ASSETS**
                    
                    
                    195,560**PROPERTY
                        AND EQUIPMENT, NET**
                    
                    
                    3,573**OTHER
                        ASSETS**Deposits
                    
                    
                    10,137**TOTAL
                      ASSETS**
                    
                    $
                    209,270**LIABILITIES
                        AND STOCKHOLDERS' EQUITY(DEFICIT)****CURRENT
                        LIABILITIES**Accounts
                      payable
                      and accrued expenses
                    
                    $
                    38,296Note
                      payable - stockholder
                    
                    
                    200,000Loan
                      payable -related party
                    
                    
                    1,107**TOTAL
                      CURRENT LIABILITIES**
                    
                    
                    239,403**STOCKHOLDERS'
                        EQUITY(DEFICIT)**Preferred
                      Stock - Par value $.001;Authorized:
                      50,000,000Issued
                      and
                      Outstanding: none
                    
                    
                    -Common
                      Stock - Par value $0.001;Authorized:
                      100,000,000Issued
                      and
                      Outstanding: 7,660,000
                    
                    
                    7,660Deferred
                      Stock Compensation
                    
                    
                    (33,332
                    )Additional
                      Paid-In Capital
                    
                    
                    872,140Other
                      Comprehensive Income (Loss)
                    
                    
                    1,198Accumulated
                      Deficit during development stage
                    
                    
                    (877,799
                    )Total
                      Stockholders' Equity(Deficit)
                    
                    
                    (30,133
                    )**TOTAL
                      LIABILITIES AND EQUITY(DEFICIT)**
                    
                    $
                    209,270
  
 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**
                    
                    
                    **For
                        the six**
                    
                    
                    **For
                        the six**
                    
                    
                    **February
                        2, 2005****months
                        ending**
                    
                    
                    **months
                        ending**
                    
                    
                    **months
                        ending**
                    
                    
                    **months
                        ending**
                    
                    
                    **(inception)
                        to****July
                        31, 2007**
                    
                    
                    **July
                        31, 2006**
                    
                    
                    **July
                        31, 2007**
                    
                    
                    **July
                        31, 2006**
                    
                    
                    **July
                        31, 2007****Revenue**
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -**Operating
                        Expenses**Professional
                        Fees
                    
                    
                    133,012
                    
                    
                    
                    250
                    
                    
                    
                    143,251
                    
                    
                    
                    500
                    
                    
                    
                    169,369Marketing
                        Expenses
                    
                    
                    267,298
                    
                    
                    
                    
                    
                    
                    
                    327,298
                    
                    
                    
                    
                    
                    
                    
                    327,298Consulting
                        Fees
                    
                    
                    26,992
                    
                    
                    
                    
                    
                    
                    
                    86,668
                    
                    
                    
                    
                    
                    
                    
                    86,668Compensation
                        Expense
                    
                    
                    174,019
                    
                    
                    
                    
                    
                    
                    
                    174,019
                    
                    
                    
                    
                    
                    
                    
                    174,019General
                        and administrative
                    
                    
                    95,091
                    
                    
                    
                    
                    
                    
                    
                    98,836
                    
                    
                    
                    
                    
                    
                    
                    112,336**Total
                        Operating Expenses**
                    
                    
                    696,412
                    
                    
                    
                    250
                    
                    
                    
                    830,072
                    
                    
                    
                    500
                    
                    
                    
                    869,690**Loss
                        from Operations**
                    
                    
                    (696,412
                    )
                    
                    
                    (250
                    )
                    
                    
                    (830,072
                    )
                    
                    
                    (500
                    )
                    
                    
                    (869,690
                    )Interest
                        Income
                    
                    
                    737
                    
                    
                    
                    -
                    
                    
                    
                    2,341
                    
                    
                    
                    -
                    
                    
                    
                    2,341Foreign
                        Currency Transaction Loss
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    (8,450
                    )
                    
                    
                    
                    
                    
                    
                    (8,450
                    )Interest
                        Expense -related party
                    
                    
                    (2,000
                    )
                    
                    
                    
                    
                    
                    
                    (2,000
                    )
                    
                    
                    
                    
                    
                    
                    (2,000
                    )**Total
                        Other Income/Expense**
                    
                    
                    (1,263
                    )
                    
                    
                    -
                    
                    
                    
                    (8,109
                    )
                    
                    
                    -
                    
                    
                    
                    (8,109
                    )**Provision
                        for Income Taxes**
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -**Net
                        Loss**
                    
                    
                    (697,675
                    )
                    
                    
                    (250
                    )
                    
                    
                    (838,181
                    )
                    
                    
                    (500
                    )
                    
                    
                    (877,799
                    )**Other
                        Comprehensive Income**Foreign
                        Currency Translation Loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,198
                    
                    
                    
                    -
                    
                    
                    
                    1,198**Comprehensive
                        Loss**
                    
                    $
                    (697,675
                    )
                    
                    $
                    (250
                    )
                    
                    $
                    (836,983
                    )
                    
                    $
                    (500
                    )
                    
                    $
                    (876,601
                    )**Net
                        Loss Per Share  - Basic and Diluted**
                    
                    $
                    (0.09
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.01
                    )**Weighted
                        average number of shares outstanding**
                    
                    
                    7,641,319
                    
                    
                    
                    100,000
                    
                    
                    
                    7,400,028
                    
                    
                    
                    100,000**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 July 31, 2007
                      (Unaudited)****Additional**
                  
                  
                  **Deferred**
                  
                  
                  **Accumulated**
                  
                  
                  **Other****Preferred
                      Stock**
                  
                  
                  
                  
                  
                  **Common
                      Stock**
                  
                  
                  
                  
                  
                  **Paid
                      In**
                  
                  
                  **Stock**
                  
                  
                  **Deficit
                      During**
                  
                  
                  **Comprehensive**
                  
                  
                  **Total****Shares**
                  
                  
                  **Par**
                  
                  
                  **Shares**
                  
                  
                  **Par**
                  
                  
                  **Capital**
                  
                  
                  **Compensation**
                  
                  
                  **Development
                      Stage**
                  
                  
                  **Income
                      (Loss)**
                  
                  
                  **Equity**Stock
                          Issued in exchangeof incorporation expenses February
                          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 per
                        share from private placement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  275,000
                  
                  
                  
                  275
                  
                  
                  
                  274,725
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  275,000In
                      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 $1.00 per share from private
                          placement
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  260,000
                  
                  
                  
                  260
                  
                  
                  
                  259,740
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  260,000Stock
                          Issued for cash onApril 26, 2007 at $1.00 per share from private
                          placement
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  99,900
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  100,000Stock
                        Issued for services inApril 2007 at $1.00
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  99,900
                  
                  
                  
                  (33,332
                  )
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  $
                  66,668Stock
                          Issued in exchangefor legal expenses June 30, 2007 at
                          $1.00
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  50,000
                  
                  
                  
                  50
                  
                  
                  
                  49,950
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  50,000In
                      Kind contribution
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  6,000Net
                      Loss for the six monthsended July
                      31, 2007
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (838,181
                  )
                  
                  
                  -
                  
                  
                  $
                  (838,181
                  )Other
                      Comprehensive Income
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,198
                  
                  
                  $
                  1,198Total
                      Comprehensive Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (836,983
                  )Balance,
                      July 31, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  7,660,000
                  
                  
                  $
                  7,660
                  
                  
                  $
                  872,140
                  
                  
                  $
                  (33,332
                  )
                  
                  $
                  (877,799
                  )
                  
                  $
                  1,198
                  
                  
                  $
                  (30,133
                  )
 
 
  
 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 six**
              
              
              **For
                  the six**
              
              
              **February
                  2, 2005****months
                  ending**
              
              
              **months
                  ending**
              
              
              **(inception)
                  to****July
                  31, 2007**
              
              
              **July
                  31, 2006**
              
              
              **July
                  31, 2007****Cash
                  Flows From Operating Activities:**Net
                  Loss
              
              $
              (838,181
              )
              
              $
              (500
              )
              
              $
              (877,799
              )Adjustments
                  to reconcile net loss to net cash used in operationsIn-kind
                  contribution
              
              
              6,000
              
              
              
              -
              
              
              
              13,000Stock
                  issued for incorporation expense
              
              
              -
              
              
              
              -
              
              
              
              100Stock
                  issued for services
              
              
              116,668
              
              
              
              
              
              
              
              116,668Changes
                  in operating assets and liabilities:Depreciation
              
              
              21
              
              
              
              
              
              
              
              21Deposits
              
              
              (10,137
              )
              
              
              -
              
              
              
              (10,137
              )(Increase)/Decrease in Prepaid Expenses
              
              
              10,923
              
              
              
              -
              
              
              
              (17,024
              )(Increase)/Decrease in  Accounts Pay & Accrued
                  Exp
              
              
              33,711
              
              
              
              500
              
              
              
              38,296**Net
                  Cash Used In Operating Activities**
              
              
              (680,995
              )
              
              
              -
              
              
              
              (736,875
              )**Cash
                  Flows From Investing Activities:**Cash
                  paid for Property, Plant, &  Equipment
              
              
              (3,594
              )
              
              
              -
              
              
              
              (3,594
              )**Net
                  Cash Used In Investing Activities**
              
              
              (3,594
              )
              
              
              -
              
              
              
              (3,594
              )**Cash
                  Flows From Financing Activities:**Proceeds
                  from Note Payable -stockholder
              
              
              200,000
              
              
              
              
              
              
              
              200,000Repayment
                  of Note Payable - related party
              
              
              (101,680
              )
              
              
              -
              
              
              
              (101,680
              )Proceeds
                  from Note Payable - related party
              
              
              1,107
              
              
              
              
              
              
              
              102,787Proceeds
                  from Common Stock issuance
              
              
              435,000
              
              
              
              -
              
              
              
              716,700**Net
                  Cash Provided by Financing Activities**
              
              
              534,427
              
              
              
              -
              
              
              
              917,807**Net
                  In(de)crease in Cash**
              
              
              (150,162
              )
              
              
              -
              
              
              
              177,338**Effect
                  of Exchange Rate on Cash**
              
              
              1,198
              
              
              
              
              
              
              
              1,198Cash
                  at Beginning of Period
              
              
              327,500
              
              
              
              -
              
              
              
              -**Cash
                  at End of Period**
              
              $
              178,536
              
              
              $
              -
              
              
              $
              178,536**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 July 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
        $877,799 from inception and used cash in operations of $736,875 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.
 
 
 5
  **Aspire
          Japan, Inc. (f/k/a Dream Media, Inc.)**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **As
          of July 31, 2007 (Unaudited)**
   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 July 31, 2007 the Company had $67,253 in cash that was uninsured.
        .  In addition, at July 31, 2007, the Company had total cash of $1,369
        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.
  
 6
  **Aspire
          Japan, Inc. (f/k/a Dream Media, Inc.)**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **As
          of July 31, 2007 (Unaudited)**
  ***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 July 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.
  **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.
 
 During
        the period ending July 31, 2007, the Company repaid the remaining $47,445
        of the
        note payable to the related party officer and director.
 
 During
        the three months ending July 31, 2007, the Company received $1,107 from a
        related party officer and director.  This amount is non-interest
        bearing and is due on demand.
    7
  **Aspire
          Japan, Inc. (f/k/a Dream Media, Inc.)**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **As
          of July 31, 2007 (Unaudited)**
 
 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.
 
 **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 Company repaid $54,235 of the note
        during the quarter ending April 30, 2007 and $47,445 during the quarter ending
        July 31, 2007.  (See Note 2).
 
 During
        the three months ending July 31, 2007, the Company received a loan of $1,107
        from a related party officer and director.  This amount is
        non-interest bearing and is due on demand .
 
 **NOTE
        4 – NOTE PAYABLE-STOCKHOLDER**
 
 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.
 
 **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.
 
 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 July 31,
        2007, the Company recorded an expense of $66,668 and deferred compensation
        of
        $33,332 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.
    8
  **Aspire
          Japan, Inc. (f/k/a Dream Media, Inc.)**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **As
          of July 31, 2007 (Unaudited)**
 During
        the quarter ended July 31, 2007, the Company recorded $3,000 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.
 
 
 **NOTE 7
        - SUBSEQUENT EVENTS**
  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.
 
 On
        August
        28, 2007, the Company entered into a twelve month note payable for 10,000,000
        JPY (approximately     $86,000 USD).  The
        note will accrue interest at a rate of 18% and is unsecured.








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 Aspire Japan. 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 Aspire Japan 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 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.
   
   **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 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.
 
 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, California and 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, 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 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.
 
 
  **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 July 31, 2007, we had cash
          of approximately $178,536.
 
 We
          expect
          to satisfy our cash requirements for the next twelve months from revenue
          and
          through funds raised in our private placements. Beginning in 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 and
          throughout 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 and have a negative cash flow from operations of $736,875 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 July 31,
        2007.
        For the 6 months ended July 31, 2007, the registrant recognized a net loss
        of
        $838,131 and for the period from inception through July 31, 2007, the registrant
        recognized a net loss of $877,799. Some general and administrative expenses
        during the 6 month period ended July 31, 2007 were accrued. Expenses for
        the
        period were comprised of costs mainly associated with legal, accounting and
        office and $327,298 was for marketing expense and brand
        development.
 
 
 
 
 **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 July
          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.
  
 
 
 **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.**
  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 July 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
 
 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:
                  September 19, 2007
              By:
              */s/
                  David Daisuke Nakajima*David
                  Daisuke NakajimaPresident
                  and CEO