SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---

(Mark One)

|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarter Ended June 30, 2008
|- | ---------------------------------------------------------------------------------------------------------------------------

or

|o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Transition Period from _______ to _______
|- | ------------------------------------------------------------------------------------------------------------------------------------------

Commission File No. 000-27773



ASPIRE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)





| | Maryland(State of Incorporation) |  | 91-1869317(I.R.S. Employer Identification No.) | 
| | -------------------------------- |  | ---------------------------------------------- | 

18 Crown Steel Drive, Unit #310, Markham, Ontario L3R 9X8

(Address of principal executive offices)

(905) 943-9996

(Registrants telephone number, including area code)

Perfisans Holdings, Inc.

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesxNoo

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

Large accelerated filero
        Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)
        Smaller reporting companyx


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)

YesoNox

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YesxNoo




---



ASPIRE INTERNATIONAL, INC.

TABLE OF CONTENTS



PagePART I - FINANCIAL INFORMATION
        
        1ITEM 1.
        FINANCIAL STATEMENTS
        
        1ITEM 2.
        MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
        
        2ITEM 3.
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        
        10ITEM 4T.
        CONTROLS AND PROCEDURES
        
        10PART II OTHER INFORMATION
        
        10ITEM 1.
        LEGAL PROCEEDINGS
        
        10ITEM 2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
        
        10ITEM 3.
        DEFAULTS UPON SENIOR SECURITIES
        
        11ITEM 4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        
        11ITEM 5.
        OTHER INFORMATION
        
        11ITEM 6.
        EXHIBITS AND REPORTS ON FORM 8-K
        
        11SIGNATURES
        
        12






i



---



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to Financial Statements(Unaudited  Prepared by Management)



Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007
(audited)
        
        F1Interim Consolidated Statements of Operations for the Three Months Ended June 30, 2008 and 2007
        
        F2Interim Consolidated Statements of Operations for the Six Months Ended June 30, 2008 and 2007
        
        F3Interim Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007
        
        F4Interim Consolidated Statements of Changes in Stockholders Deficiency for the Six Months Ended June 30, 2008 and for the Year Ended December 31, 2007
        
        F5Condensed Notes to Unaudited Interim Consolidated Financial Statements
        
        F6






1



---



ASPIRE INTERNATIONAL, INC.

(FORMERLY PERFISANS HOLDINGS, INC.)

INTERIM CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007 (AUDITED)

(Unaudited  Prepared by Management)



(Amounts in US Dollars)
        
        June 30,2008
        
        
        December 31,2007(unaudited)
        
        
        (audited)ASSETSCurrent AssetsCash and cash equivalents
        
        $
        24,339
        
        
        $
        25,204Prepayments and other receivables
        
        
        364,711
        
        
        
        109,040Total Current Assets
        
        
        389,050
        
        
        
        134,244Property, Plant And Equipment
        
        
        6,293
        
        
        
        7,472Intellectual Property
        
        
        1
        
        
        
        1TOTAL ASSETS
        
        $
        395,344
        
        
        $
        141,717LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent LiabilitiesAccounts payable and accrued liabilities
        
        $
        3,490,230
        
        
        $
        3,049,454Promissory note payable (note 7)
        
        
        1,481,257
        
        
        
        1,291,265Convertible term notes (note 4)
        
        
        
        
        
        
        Loan from shareholders
        
        
        771,435
        
        
        
        765,233Loans from non-related party (note 9)
        
        
        88,880
        
        
        
        Total Current Liabilities
        
        $
        5,831,802
        
        
        $
        5,105,952Stockholders DeficiencyCapital Stock
        
        $
        6,978
        
        
        $
        5,585Common Stock Subscribed
        
        
        3,250,000
        
        
        
        3,250,000Stock Subscriptions Receivable
        
        
        (3,850,000
        )
        
        
        (3,250,000
        )Additional paid  in capital
        
        
        16,575,371
        
        
        
        15,849,124Accumulated Other Comprehensive Loss
        
        
        (631,373
        )
        
        
        (683,621
        )Accumulated Deficit
        
        
        (20,787,434
        )
        
        
        (20,135,323
        )Total Stockholders Deficiency
        
        $
        (5,436,458
        )
        
        $
        (4,964,235
        )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        
        $
        395,344
        
        
        $
        141,717


See Condensed Notes to Unaudited Interim Consolidated Financial Statements





F1



---



ASPIRE INTERNATIONAL, INC.

(FORMERLY PERFISANS HOLDINGS, INC.)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007



2008
        
        
        2007REVENUE
        
        $
        8,551
        
        
        $
        4,879OPERATING EXPENSESGeneral and administration
        
        
        123,271
        
        
        
        323,163Interest
        
        
        124,117
        
        
        
        60,258Management salaries (note 8)
        
        
        97,750
        
        
        
        217,059Amortization
        
        
        507
        
        
        
        623TOTAL OPERATING EXPENSES
        
        
        345,645
        
        
        
        601,103OPERATING LOSS
        
        
        (337,094
        )
        
        
        (596,224
        )Interest income
        
        
        49
        
        
        
        66Beneficial Conversion Cost expensed (note 4)
        
        
        
        
        
        
        (47,788
        )Discount on warrants expensed (note 4)
        
        
        
        
        
        
        (12,223
        )NET OPERATING LOSS
        
        $
        (337,045
        )
        
        $
        (656,169
        )Loss per share, basic and diluted
        
        $
        (0.05
        )
        
        $
        (0.16
        )Weighted average shares outstanding
        
        
        6,172,374
        
        
        
        4,144,946


See Condensed Notes to Unaudited Interim Consolidated Financial Statements





F2



---



ASPIRE INTERNATIONAL, INC.

(FORMERLY PERFISANS HOLDINGS, INC.)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



2008
        
        
        2007REVENUE
        
        
        9,778
        
        
        5,325OPERATING EXPENSESGeneral and administration
        
        
        216,546
        
        
        826,939Interest
        
        
        244,392
        
        
        114,645Management salaries
        
        
        200,000
        
        
        615,604Amortization
        
        
        1000
        
        
        1,208TOTAL OPERATING EXPENSES
        
        
        661,938
        
        
        1,558,396OPERATING LOSS
        
        
        (652,160
        )
        
        (1,553,071
        )Interest income
        
        
        49
        
        
        66Beneficial conversion cost expensed (note 4)
        
        
        
        
        
        (50,000
        )Discount on warrants expensed (note 4)
        
        
        
        
        
        (12,789
        )Loss Before Income Tax
        
        
        (652,111
        )
        
        (1,615,794
        )Income tax
        
        
        
        
        
        NET OPERATING LOSS
        
        $
        (652,111
        )
        4
        (1,615,794
        )Loss per share, basic and diluted
        
        $
        (0.11
        )
        $
        (0.46
        )Weighted average shares outstanding
        
        
        5,884,902
        
        
        3,496,318


See Condensed Notes to Unaudited Interim Consolidated Financial Statements





F3

---



ASPIRE INTERNATIONAL, INC.

(FORMERLY PERFISANS HOLDINGS, INC.)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



2008
        
        2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        
        $
        (652,111
        )
        $
        (1,615,794
        )Items not requiring an outlay of cash:Amortization
        
        
        1,000
        
        
        1,208Beneficial conversion cost expensed (note 4)
        
        
        
        
        
        50,000Discount on warrants expensed (note 4)
        
        
        
        
        
        12,789Stock-based compensation
        
        
        106,640
        
        
        106,640Issue of shares for professional services (note 6)
        
        
        
        
        
        626,227Issue of shares in lieu of bonus to directors
        
        
        
        
        
        420,000Increase in prepayments and other receivables
        
        
        (255,671
        )
        
        (45,916
        )Increase in accounts payable and accrued liabilities(*)
        
        
        461,776
        
        
        175,351Interest accrued on loans
        
        
        244,392
        
        
        114,645NET CASH USED IN OPERATING ACTIVITES
        
        $
        (93,974
        )
        $
        (154,850
        )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from loan from shareholders
        
        $
        15,260
        
        $
        16,808Proceeds of loan from non related parties
        
        
        88,263Gross Proceeds from issue of convertible term notes (note 4)
        
        
        
        
        
        150,000NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
        
        
        103,523
        
        
        166,808EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES
        
        $
        (8,684
        )
        $
        (20,193
        )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE PERIOD
        
        $
        (865
        )
        $
        (8,235
        )Cash and cash equivalents, beginning of period
        
        
        25,204
        
        
        21,556CASH AND CASH EQUIVALENTS, END OF PERIOD
        
        $
        24,339
        
        $
        13,321


(*)
        Excludes non-cash settlement of liabilities by issue of common shares for $21,000 (prior period $394,000).


See Condensed Notes to Unaudited Interim Consolidated Financial Statements





F4



---



ASPIRE INTERNATIONAL, INC.

(FORMERLY PERFISANS HOLDINGS, INC.)

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS DEFICIENCY

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND

FOR THE YEAR ENDED DECEMBER 31, 2007



Common StockNumber ofShares(a)
        
        Common StockAmount(a)
        
        Common StockSubscribed
        
        Additional Paid-inCapital(a)
        
        Deficit
        
        OtherComprehensiveLoss
        
        AccumulatedOtherComprehensiveLossBalance at December 31, 2006 (Audited)
        
        2,326,688
        
        $
        2,327
        
        $
        3,250,000
        
        $
        13,168,194
        
        $
        (17,176,670
        )
        $
        
        
        $
        (321,756
        )Issue of shares on conversion of convertible notes
        
        87,390
        
        
        87
        
        
        
        
        
        86,298Issue of shares in settlement of liabilities
        
        376,200
        
        
        376
        
        
        
        
        
        393,624Issue of shares to directors in lieu of bonus
        
        240,000
        
        
        240
        
        
        
        
        
        299,760Issue of shares for professional services
        
        324,000
        
        
        324
        
        
        
        
        
        404,676Beneficial conversion for notes
        
        
        
        
        
        
        
        
        
        
        50,000Fair value of warrants issued
        
        
        
        
        
        
        
        
        
        
        12,789Stock-based compensation
        
        
        
        
        
        
        
        
        
        
        213,280Issue of shares on conversion of convertible notes
        
        550,234
        
        
        550
        
        
        
        
        
        235,833Issue of shares in settlement of liabilities
        
        200,000
        
        
        200
        
        
        
        
        
        189,800Issue of shares to directors in lieu of bonus
        
        240,000
        
        
        240
        
        
        
        
        
        119,760Issue of shares for professional services
        
        1,006,000
        
        
        1,006
        
        
        
        
        
        514,995Issue of shares in conversion of convertible notes
        
        237,615
        
        
        238
        
        
        
        
        
        109,736Convertible note conversion variance adjusted
        
        
        
        
        
        
        
        
        
        
        13,863Stock adjustment to reconcile with transfer agent
        
        (3,222
        )
        
        (3
        )
        
        
        
        
        3Fair value of interest on interest free loan from shareholders
        
        
        
        
        
        
        
        
        
        
        36,513Foreign currency translation
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (361,865
        )
        
        (361,865
        )Net loss for the year
        
        
        
        
        
        
        
        
        
        
        
        
        
        (2,958,653
        )
        
        (2,958,653
        )Balance at December 31, 2007 (Audited)
        
        5,584,905
        
        $
        5,585
        
        $
        3,250,000
        
        $
        15,849,124
        
        $
        (20,135,323
        )
        $
        (3,320,518
        )
        $
        (683,621
        )Issue of shares in settlement of liabilities
        
        60,000
        
        
        60
        
        
        
        
        
        20,940Stock-based compensation
        
        
        
        
        
        
        
        
        
        
        106,640Issue of stock as deposit
        
        1,333,332
        
        
        1,333
        
        
        600,000
        
        
        598,667Foreign currency translation
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        52,248
        
        
        52,248Net loss for the period
        
        
        
        
        
        
        
        
        
        
        
        
        
        (652,111
        )
        
        (652,111
        )Balance at June 30, 2008 (Unaudited)
        
        6,978,237
        
        $
        6,978
        
        $
        3,850,000
        
        $
        16,575,371
        
        $
        (20,787,434
        )
        $
        (599,863
        )
        $
        (631,373
        )


a)
        Common stock and additional paid-in capital have been restated to reflect 25-for-1 reverse stock split on November 14, 2007.


See Condensed Notes to Unaudited Interim Consolidated Financial Statements





F5



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.
        BASIS OF PRESENTATION


The accompanying unaudited interim consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated interim financial statements. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2008. Interim consolidated financial statements should be read in conjunction with the companys annual audited consolidated financial statements.

The consolidated unaudited financial statement as of June 30, 2008 includes the accounts of Aspire International, Inc. (Formerly Perfisans Holdings, Inc.) and its wholly-owned subsidiaries, Perfisans Networks Corporation and Mega Bond Group (Hong Kong) Limited. Perfisans Networks Corporation includes the accounts of its wholly-owned subsidiaries, Perfisans Networks (Taiwan) Corporation and Aspire (Guangxi) Inc. All material inter-company balances and transactions have been eliminated.

2.
        GOING CONCERN AND NATURE OF OPERATIONS


| | a) | Going Concern
| | -- | -------------

Certain principal conditions and events are prevalent which indicate that there could be substantial doubt about the Companys ability to continue as a going concern for a reasonable period of time.

These include:


        Recurring operating losses



        Stockholders deficiency



        Working Capital deficiency



        Non renewal of intellectual property licenses



        Adverse key financial ratios



        Delay in conversion of convertible debt


The continuation of the company as a going concern is dependent upon its ability to raise additional financing and ultimately attain and maintain profitable operations from commercialization of its intellectual property. These consolidated financial statements include certain estimated adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities resulting from the substantial doubt about the Companys ability to continue as a going concern.





F-6



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

2.
        GOING CONCERN AND NATURE OF OPERATIONS (contd)


b)
        Nature of Operations


Aspire International, Inc. (the Company) is a technology development company. The principal activity of the Company is the design and development of integrated circuits for commercial purposes.

The Company has funded its operations to date mainly through the issuance of shares. Effective October 25, 2007, the Company changed its name to Aspire International, Inc.

The Company released one product to the market in 2004. Due to funding restrictions, the Company has deferred the development of the Dual Channel Gigabit network interface chip and iSCSI storage chip. The Company has also revised the product development plan based on the market and the current funding and resources situation. These products are focused on the wired and wireless network interface semiconductor integrated circuits.

Product 1 - Gigabit Network interface chip. The Company released this network interface chip in the second quarter of 2004. A network interface card (NIC) is also produced using this Gigabit Network interface chip.

In reaction to the market and current funding and resources situation, the Company is in the process of re-structuring. It has stopped the development of the Single Chip network interface chip and delayed the development of Wireless Network Processor due to the funding limitation and the reposition of corporate focus.

The product development plan has been revised accordingly. The Company products are focused on the network and consumer semiconductor integrated circuits. In addition to develop its own products, it also market products from other semiconductor development companies under its brand.

3.
        COMMITMENTS AND CONTINGENCIES


The Company has been served with a Notice dated July 21, 2006 from a former employee and Investor of Griffin Industries (Prior to name change to Perfisans Holdings Inc.) for specific performance of the March 24, 1999 Rescission Agreement. The former employee is asking for replacement warrants equivalent in value to the price of stock on October 19, 1998 calculated at 6,000 shares priced at $75 per share for a total consideration of $450,000. There has been no development or communication regarding this claim since July 21, 2006 and no expense has been accrued in the financial statements.

On May 26, 2008, Perfisans Networks Corporation (Perfisans), a wholly-owned subsidiary of Aspire International Inc. (the Company) entered into a Management Agreement with Liuzhou Yi Sheng Da Trading Co., Ltd. (Liuzhou), dated May 26, 2008, whereby the parties agreed that the management of the Manganese Ore at Guangxi Fong Sheng shall be assigned to the Company for a period of ten years, commencing on June 1, 2008 and terminating on May 31, 2018.





F-7



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

3.
        COMMITMENTS AND CONTINGENCIES (contd)


On May 26, 2008, the Company entered into a Subcontract Agreement with Guangxi Wu Xuan Kwang Tai Mining Co. Ltd. (Guangxi Wu), dated May 26, 2008, whereby the parties agreed that Guangxi Wu shall be subcontracted to perform the management services at the Manganese Ore at Guangxi Fong Sheng for a period of ten years, commencing on June 1, 2008 and terminating on June 1, 2018. Under the terms of the Subcontract Agreement and as consideration for its management services, Guangxi Wu shall be paid a management fee of 30% of the total sales revenue of the Ore.

On May 26, 2008, Perfisans entered into a Distribution and Management Agreement with mine owner, Liao Dong Shang (Liao), and Management Company, Mo Xiong (Mo Xiong), dated May 26, 2008, whereby Liao as owner of the GuangXi Province 21.3Sq. Km Manganese ore and with mining rights to such ore, has agreed to use the profits of sales from the Manganese mine in exchange for shares of the Company. In addition, the parties agreed to contract Mo Xiong to oversee all production of the Manganese ore. The Company also agreed to form a wholly-owned foreign company in GuangXi within two months.

4.
        CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS


a)
        On March 21, 2005, the Company entered into a Securities Purchase Agreement, dated as of March 21, 2005, by and among the Company and Alpha Capital (Alpha), Platinum Partners Value Arbitrage Fund LP (Platinum), Nite Capital, Ltd. (Nite) and Whalehaven Capital Fund Limited (Whalehaven). Alpha, Platinum, Nite and Whalehaven are collectively referred to as the Purchasers. The Company authorized the sale to the Purchasers of Convertible Term Notes (the Notes) in the aggregate principal amount of $1,200,000, with an over allotment option of $240,000. The offering was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company received a total of $1,275,000 and retained the over allotment amount of $75,000. These Notes are convertible into common stock of the
Company. In connection with the offering, the Company issued an aggregate of 332,000 warrants to purchase common stock The proceeds of the offering will be used to fund acquisitions and for working capital.


The company has allocated the proceeds between the warrants and debenture without warrants based on their relative fair values. Additional paid in capital has been credited with the value of warrants in the amount of $766,270 and convertible term notes have been allocated an amount of $508,730. The value of the beneficial conversion feature calculated at $1,208,889 is restricted to the fair value of the convertible term notes of $508,730 as per EITF 98-5. In accordance with Para 19 of EITF 00-27, this beneficial conversion amount of $508,730 and discount on warrants of $766,270 will be accreted from the date of issuance to the stated redemption date of the convertible instrument.





F-8



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

4.
        CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS (contd)


Beginning on August 17, 2005 (and continuing on the same day of each successive month thereafter), the Company must repay 1/13th of the face amount of each note issued, in cash or common stock, at the option of the Company (Monthly Amount). If the Company repays the monthly amount in cash, the holder has to be repaid an amount equal to 110% of the Monthly Amount due and owing. If the Monthly Amount is repaid in shares of common stock, the Company is required to issue a number of shares of its common stock determined by dividing (x) the Monthly Amount to be converted into shares of common stock by (y) an amount equal to a 25% discount to the volume weighted average price of its common stock for the ten (10) trading days immediately preceding the date the Monthly Amount is due.

During the year ended December 31, 2006 a total of $650,842 of the convertible term notes were converted into common stock. The conversions were done at varied rates which resulted in the issue of 338,454 common shares.

For the year ended December 31, 2006 the beneficial conversion cost and the discount on warrants have been expensed in the amount of $114,182 and $171,986 respectively.

During the three month period ended March 31, 2007 a total of $86,385 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 87,390 of common shares.

During the three month period ended June 30, 2007 a total of $86,383 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 150,234 of common shares.

As of June 30, 2008 and December 31, 2007, the Convertible notes are reflected in the Balance Sheet as under:



2008
        
        
        2007Convertible debt
        
        $
        1,275,000
        
        $
        1,275,000Less: Converted into common shares
        
        
        (1,275,000
        )
        
        (1,275,000
        )Less: Unamortized beneficial conversion cost
        
        
        nil
        
        
        nilLess: Unamortized discount on warrants
        
        
        nil
        
        
        nilAs per Balance Sheet
        
        
        
        
        
        






F-9



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

4.
        CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS-contd


b)
        On March 21, 2007, the Company entered into a Securities Purchase Agreement, dated as of March 12, 2007, by and among the Company and Alfred Morgan Capital Ltd (AMC). The Company authorized the sale to AMC of Convertible Term Notes (the Notes) in the aggregate principal amount of $150,000. The offering was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. These Notes are convertible into common stock of the Company at a final price of $2.50 per share or it will be equal to Seventy Five (75%) percent of the five-day average closing price for the five days preceding, but not including, the Closing Date whichever is the lowest. In connection with the offering, the Company issued an aggregate of 30,000 warrants to purchase common stock . These warrants are exercisable to March 14, 2009. The $150,000 principal
amount of Notes is part of a contemplated private placement of up to $10,000,000. The proceeds of the offering will be used to fund acquisitions and for working capital. The company has allocated the proceeds between the warrants and debenture without warrants based on their relative fair values. Additional paid in capital has been credited with the value of warrants in the amount of $12,789 and convertible term notes have been allocated an amount of $137,211. The value of the beneficial conversion feature has been calculated at $50,000. In accordance with Para 19 of EITF 00-27, this beneficial conversion amount of $50,000 and discount on warrants of $12,789 will be accreted from the date of issuance to the stated redemption date of the convertible instrument.


Beginning on September 12, 2007 (and continuing on the same day of each successive month thereafter), the Company must repay 1/24th of the face amount of each note issued, in cash or common stock, at the option of the Company (Monthly Amount). If the Company repays the monthly amount in cash, the holder has to be repaid an amount equal to 102% of the Monthly Amount due and owing. If the Monthly Amount is repaid in shares of common stock, the Company is required to issue a number of shares of its common stock determined by dividing the Monthly Amount to be converted into shares of common stock by an amount equal to a 20% discount to the volume weighted average price of its common stock for the ten (10) trading days immediately preceding the date the Monthly Amount is due.

During the three month period ended June 30, 2007 the entire $150,000 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 400,000 common shares. The balances in the beneficial conversion amount of $47,788 and discount on warrants of $12,223 were fully expensed in the year 2007. As of June 30, 2008, the Convertible notes are reflected in the Balance Sheet as follows:



Convertible debt
        
        $
        150,000Less: Converted into common shares
        
        
        (150,000
        )As per Balance Sheet
        
        
        Nil






F-10



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

4.
        CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS-contd


c)
        During the three months ended September 30, 2007 the Company authorized the sale to Alfred Morgan Capital AMC of Convertible Term Notes (the Notes) in the aggregate principal amount of $39,975. The offering was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. These Notes are convertible into common stock of the Company at a final price of $2.50 per share or it will be equal to Seventy Five (75%) percent of the five-day average closing price for the five days preceding, but not including, the Closing Date whichever is the lowest.


On October 3, 2007, the Company authorized the sale to Alfred Morgan Capital AMC of Convertible Term Notes (the Notes) in the aggregate principal amount of $70,000. The offering was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. These Notes are convertible into common stock of the Company at a final price of $0.10 per share or it will be equal to Seventy Five (75%) percent of the five-day average closing price for the five days preceding, but not including, the Closing Date whichever is the lowest. The $70,000 principal amount of Notes is part of a contemplated private placement of up to $10,000,000. The proceeds of the offering will be used to fund acquisitions and for working capital.

Beginning on the sixth month of the closing of each note (and continuing on the same day of each successive month thereafter), the Company must repay 1/24th of the face amount of each note issued, in cash or common stock, at the option of the Company (Monthly Amount). If the Company repays the monthly amount in cash, the holder has to be repaid an amount equal to 102% of the Monthly Amount due and owing. If the Monthly Amount is repaid in shares of common stock, the Company is required to issue a number of shares of its common stock determined by dividing (x) the Monthly Amount to be converted into shares of common stock by (y) an amount equal to a 20% discount to the volume weighted average price of its common stock for the ten (10) trading days immediately preceding the date the Monthly Amount is due.

On October 29, 2007, AMC had requested the conversion of the $109,975 principal amount of Notes into restricted shares. The conversion was done on October 30, 2007 with a 25% discount to the market price of the share, which amount to 237,615 shares. As of June 30, 2008, these Convertible notes are reflected in the Balance Sheet as follows:



Convertible debt
        
        $
        109,975Less: Converted into common shares
        
        
        (109,975
        )As per Balance Sheet
        
        
        






F-11

---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

5.
        STOCK BASED COMPENSATION


The Company has adopted a Stock Option Plan (the Plan), pursuant to which Common Shares not exceeding 25% of the total issued and outstanding shares are reserved for issuance.

Options may be granted to officers, directors, consultants and full-time employees of the Company. Options granted under the Plan may be exercisable for a period not exceeding ten years, may require vesting, and shall be at an exercise price, all as determined by the Board. Options will be non-transferable and are exercisable only by the participant during his or her lifetime.

If a participant ceases affiliation with the Company by reason of death or permanent disability, the option remains exercisable for 180 days following death or 30 days following permanent disability but not beyond the options expiration date. Other termination gives the participant 30 days to exercise, except for termination for cause, which results in immediate termination of the option.

As of June 30, 2008 there was $213,280 of unrecognized expense related to non-vested stock-based compensation arrangements granted. The financial statements for the six months ended June 30, 2008 recognize compensation cost for the portion of outstanding awards which have vested during the period. The stock-based compensation expense for the six month period ended June 30, 2008 was $ 106,640.

No options were granted in the six month period ended June 30, 2008 under the Companys stock-option plan.

6.
        CAPITAL STOCK


Year Ended December 31, 2007

On January 17, 2007 a total of $86,385 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 87,390 common shares.

The Company issued 305,000 common shares to five consultants valued at $305,000,being consulting fee for services accrued as of December 31, 2006.

The Company issued 71,200 common shares to settle legal fee accrual for $89,000 as of December 31, 2006.

The Company authorized the issuance of 120,000 common shares each, to two directors as bonus valued in total at $300,000.

The Company authorized the issuance of 324,000 common shares to six consultants valued at $405,000 for services.





F12



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

6.
        CAPITAL STOCK-Contd


On May 24, 2007 a total of $150,000 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 400,000 common shares.

On June 19, 2007 a total of $86,383 of the convertible term notes were converted into common stock. The conversions resulted in the issue of 150,234 common shares.

On May 24, 2007 the Company authorized the issuance of 60,000 common shares to settle legal fee accrual for $30,000 as of March 31, 2007.

On May 24, 2007 the Company authorized the issuance of 120,000 common shares to one consultant being consulting fee for services valued at $150,000.

On May 24, 2007 the Company authorized the issuance of 24,000 common shares for payment of rent for the six month period of February 2007 to July, 2007 at $2,000 per month.

On May 24, 2007 the Company authorized the issuance of 120,000 common shares each, to two directors as bonus. The Company expensed $120,000 to management salaries.

On May 24, 2007 the Company authorized the issuance of 120,000 common shares to one consultant for management of its office in Taiwan.

On May 24, 2007 The Company authorized the issuance of 540,000 common shares to four consultants for services. The Company expensed consulting expense of $270,000.

On May 24, 2007 The Company authorized the issuance of 130,000 common shares to two consultants for services. The Company expensed consulting expense of $65,000.

On May 24, 2007 The Company authorized the issuance of 160,000 common shares to two consultants for services. The Company expensed consulting expense of $80,000.

On May 24, 2007 The Company authorized the issuance of 52,000 common shares to a consultant for services. The Company expensed consulting expense of $37,700.

On October 30, 2007 a total of $109,975 of the convertible term notes issued to AMC were converted into common stock. The Company issued 237,615 restricted common shares.

Six month period ended June 30, 2008

On March 13, 2008 the Company issued 60,000 common shares to Whalehaven valued at $0.35 per common share, being payment of interest accrued on convertible notes for $21,000.

On May 26, 2008 the Company issued 1,333,332 common shares valued at $600,000 in lieu of security for $600,000 (RMB4.2 million) to Liao,
Dong Shan (mine owner). In accordance with the Management Agreement with Liuzhou Yi Sheng Da Trading Co., Ltd. (Liuzhou), dated May 26, 2008, the management of the Manganese Ore at Guangxi Fong Sheng has been assigned to the Company for a period of ten years, commencing on June 1, 2008 and terminating on May 31, 2018.





F13



---



ASPIRE INTERNATIONAL, INC.

CONDENSED NOTES TO

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (contd)

7.
        PROMISSORY NOTE PAYABLE


Promissory note in the amount of $1,359,215 bears interest at 3% per month, with principal and interest payable at December 31, 2005. Management is working on the new terms. The new terms have not been finalized and agreed to by both sides.

8.
        MANAGEMENT SALARIES


Management salaries of $200,000 have been expensed in the consolidated statements of operations.

9.
        LOANS FROM NON-RELATED PARTY


The Companys subsidiary Mega Bond Group (Hong Kong) Limited obtained a loan of US $88,263  (CDN $90,000) which is repayable in 12 months and carries a rate of interest of 18% payable semi annually.

10.
        LOSS PER SHARE


Decrease in shares as a result of the reverse stock split (25 to 1) in 2007 is given retroactive recognition and the loss per share calculated for all periods presented is based on the post split number of shares.

11.
        LETTER OF INTENT


On April 24, 2006, the Company entered into a non binding Letter of Intent with Zhejiang Fibersense Communication Technology Company Limited (Zhejiang Fibersense) to enter into a definitive agreement with the shareholders of Aspire pursuant to which Aspire will acquire from Zhejiang Fibersense shareholders 100% of the issued and outstanding share capital of Zhejiang Fibersense in exchange for the issuance of Aspire common shares in an amount to be determined. The Company cancelled the non-binding agreement in the second quarter of 2007. The Company has also signed a non-binding letter of Intent to acquire all the outstanding shares of Tiffany Technology Limited. (Tiffany), which is in the process of doing its U.S. GAAP audit, is a channel distributor focused on consumer semiconductor components and supply to the global electronics markets. The Company is
still waiting for Tiffany to finish their due diligence process. No definitive agreement as of yet has been finalized. It is uncertain if and when this transaction will be consummated.

12.
        SUBSEQUENT EVENTS


Subsequent to the quarter, the Company received share subscriptions from Million Financial Corporation to purchase 3,184,687 restricted shares at $0.105 (25% discount of market price of $0.14) for a total consideration of $334,392. The Company issued 3,184,687 restricted shares to Million Financial Corporation. The Company also issued an additional 318,469 shares (being 10% of 3,184,687 restricted shares issued) as commission to Million Financial Corporation.





F14



---



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the financial statements and notes appearing elsewhere in this Report on Form 10-Q.

This filing contains forward-looking statements. The words anticipated, believe, expect, plan, intend, seek, estimate, project, could, may, and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our managements current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and
various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments. The Company undertakes no obligation to update the information continued herein.

Overview

Aspire International, Inc. (we, us, our or the Company) was incorporated in the state of Maryland on October 14, 1997 under the name Griffin Industries, Inc. On December 19, 2003, we acquired 100% of the capital stock of Perfisans Networks Corporation, an Ontario corporation. This transaction was accounted for as a reverse acquisition. After the acquisition, we changed our name to Perfisans Holdings, Inc.

On November 7, 2007, the Company effected a Twenty-Five (25) to One (1) reverse stock split, and on October 30, 2007, we filed Articles of Amendment with the Maryland Department of Assessment and Taxation changing our name to Aspire International, Inc.

Because we have not generated sufficient revenue to date, we have prepared our financial statements with the assumption that there is substantial doubt that we can continue as a going concern. Our ability to continue as a going concern is dependent on our ability to affect our Plan of Operations.

Plan of Operations

We were incorporated in Maryland on October 14, 1997, to be a venture capital vehicle for investors. As such, we were qualified as a business development company under the Investment Company Act of 1940, as amended, and voluntarily complied with the Securities and Exchange Commissions public reporting requirements. As a business development company, we were eligible to make investments in qualifying companies and would have earned returns, if any, upon the sale of those investments.

In the summer of 1998, we terminated our status as a business development company, and regulation under the Investment Company Act of 1940, due to our intention to acquire 100% of the assets or shares of heavy construction equipment companies.





2



---



Due to a downturn in the private and public capital markets in late 1998 and early 1999, and in particular in the valuations of heavy construction equipment companies, we abandoned the acquisition plan and after conducting extensive research, our board of directors decided to pursue a business plan that called for the acquisition of companies that provide services via the Internet.

Since 2000, we have explored a variety of potential business opportunities and did not actively conduct significant operations while complying with SEC reporting requirements in order to maintain our status as a public company until a suitable acquisition candidate was found.

Consequently, after devoting years in various attempts to develop a profitable, ongoing business, and without realistic sources of additional financing in sight, our former management was receptive when approached by representatives of Perfisans Networks concerning a possible business combination. Subsequent discussions led to the execution of the Acquisition Agreement in December 2003.

As a consequence of the change in control of our company resulting from the transactions contemplated by the Acquisition Agreement, we have adopted a new plan of operations, as set forth immediately below.

The Company through its wholly owned subsidiary Perfisans Networks Corporation, an Ontario corporation, is engaged in the development of integrated circuits that will accelerate the network protocol processing.

We have completed the design of a single port gigabit network interface controller ENA1001 and released the product to the market. The Company has also commenced meeting prospective customers with samples of this product.

We have also completed the design of a single port gigabit network interface adapter card ENA5031 using our single port gigabit network interface controller ENA1001. This adapter serves two purposes. One is as the demonstration vehicle for the ENA1001 controller. We will also sell this single port gigabit network interface adapter card ENA5031 to the computer system integrators.

In reaction to the market and current funding and resources situation, the Company is in the process of re-structuring. Since our vendors and customers are in Asia, more focus has been put on the China and Taiwan operations. In July 2005, resources were reallocated from the Canadian operation to China and Taiwan; this move has resulted in lower operating costs. In responds to the re-structuring, the Company has moved to a smaller premises beginning June, 2007.

We have also revised the product development plan accordingly. The Companys products are focused on the network, consumer semiconductor integrated circuits and system solutions.

Along with Canada, Taiwan and China are key regions for us to penetrate to implement our plan of operation. Manufacturers Agents (known as reps) and Distributors (known as distis) will be contracted to market and sell our chips. A disti buys, resells and maintains local inventories of the computer chips that the Company will provide. The disti is responsible for the costs of selling to customers, accounts receivables, collections and the maintenance of local inventories, that otherwise would fall on Perfisans. A rep earns commissions on the sales of Perfisans chips. A rep is a separate, arms length company that negates or minimizes the need for Perfisans to staff its own field sales force, thereby minimizing Perfisans cost of sales. In some cases the rep and disti will be one and the same company capable of acting in either rep or disti mode according to
local market needs. In rep mode, the rep earns commissions on sales of our chips. In disti mode, the disti buys and resells our chips and maintains local inventories. The current industry trend is for reps and distis to be combined in one company.





3



---



Our sales costs are:


        Travel costs by the sales people to the market areas at intervals dictated by sales activity and priorities;



        The commission that has to be paid for the reps which will be pegged at 10% to 15% of the selling price; and



        The costs of locally based support staffs as determined by the needs of penetrating and maintaining specific strategic customers.


We have signed up distributors in Canada, the US and China. In addition, we have identified Taiwan and China as key regions and will continue to search for appropriate candidates for the distribution of our products in these two geographical areas. Our Marketing and Product Development teams have collaborated on the planning of our new product roadmap, and sales and business development activity will be synchronized with the product introduction plans.

Despite having limited revenue since inception, we believe that our management has developed a business plan that, if successfully implemented, could substantially improve the Companys operational results and financial conditions. The adequacy of cash resources over the next twelve months is primarily dependent on its operating results and the ability to obtain proceeds from the sales of securities. The projected cash requirement for the next twelve months will be $10 million.

We have an agreement with SBI and Westmoreland for a $4 million funding. To date, we have received Seven Hundred and Fifty Thousand dollars from SBI and Westmoreland. SBI and Westmoreland have signed promissory notes on the balance that has not yet been received as of the date of this filing. The Company believes that the possibility of getting the remaining funds is low. The Company is planning to write off the amount if funds are not received in the next 6 months.

On March 21, 2007, we entered into a Securities Purchase Agreement with Alfred Morgan Capital Ltd (AMC), whereby the Company authorized the sale to AMC of a Convertible Term Note (the Notes) in the principal amount of One Hundred Fifty Thousand ($150,000). In connection with the offering, the Company issued an aggregate of 30,000 warrants to purchase common stock. The $150,000 principal amount of Notes is part of a contemplated private placement of up to $10,000,000. The proceeds of the offering will be used to fund acquisitions and for working capital.

The conversion of the Notes is subject to an effective Registration Statement. The net proceeds of the financing are to be utilized for general working capital.

In May 2007, AMC requested the conversion of the $150,000 principal amount of Notes into restricted shares. The conversion was done on June 19, 2007 with a conversion price of $0.02 per share with a 25% discount, resulting in the issuance of 400,000 shares of the Companys common stock in favor or AMC.

On September 25, 2007 and October 3, 2007, the Company authorized the sale of a Convertible Term Note (the Notes) with an aggregated principle amount of $109,975 to AMC.

On October 29, 2007, AMC requested the conversion of the $109,975 principal amount of Notes into restricted shares. The conversion was done with a conversion price of $0.0185 per share which resulted in the issuance of 237,615 shares of the Companys common stock in favor of AMC.

In July 29, 2008, the Company received share subscriptions from Million Financial Corporation to purchase 3,184,687 restricted shares at $0.105 (25% discount of market price of $0.14) for a total consideration of $334,392. The Company issued 3,184,687 restricted shares to Million Financial





4



---



Corporation. The Company also issued an additional 318,469 shares (being 10% of 3,184,687 restricted shares issued) as commission to Million Financial Corporation.

We have hired contractors and consultants in Taiwan and China. We plan to hire engineering, sales and marketing contractors.

We have appointed three corporate advisors in San Jose, California for corporate development. We plan to hire some contractors in the area of business development and marketing.

As we move forward, we plan to seek merger and acquisition opportunities. We also plan to spin off our Intellectual Property (IP) and electronic business into a separate high-tech company.

We have explored business opportunities in marketing and sales of products that are not produced by us. We believe such opportunities can bring in additional revenue and profit. Due to current to the market condition and limited funding available to us, the Company has slowed down the development of ENA1001 product lines and focus on providing system solutions. However the plan of the company is to develop a marketing strategy for our own internally developed chips.

On May 8, 2007, the Companys board passed a resolution and decided to terminate the previous non-binding Letter of intent with Zhejiang Fibersense Communication Technology Company Limited signed April 24, 2006.

We have explored various opportunities to increase revenue and profit of the Company. We have signed a Memorandum of Understanding (MOU) dated July 15, 2007 with Tiffany Technology Limited (Tiffany or TTL), a company doing business in Hong Kong to complete a share exchange transaction pursuant to which the Company acquires all of the issued and outstanding common stock of TTL in exchange for shares of the Companys common stock. Tiffany Technology Limited (TTL), a Hong Kong corporation founded in August 2005, is an electronics product channel distribution company focused on sales and marketing of the fashionable consumer electronics products, and delivers high quality services to the customers in mainland China and Asia Pacific region. This acquisition is condition upon Tiffany be able successfully complete the USGAAP audit.

As of August 12, 2008, the Company is still waiting for Tiffany to finish their due diligence process and no definitive agreement has been finalized as of the date of this filing. It is uncertain if and when this transaction will be consummated. In the mean time we will continue looking for other opportunities to grow the company.

We have leased an office space in Shenzhen, China since July 2007. We also plan to hire some contractors in China for business development, sales and marketing activities.

After
    devoting years into research and development, and sales and marketing of
    our own semiconductor products, we have made various attempts to develop
    a profitable company. Due to the limited funding situation, the Company is
    still running negative cash flow. On November 7, 2007, we have effected a
    25-to-1 reverse split of the outstanding stock and on October 30, 2007, we
    filed Articles of Amendment with the Maryland Department of Assessment and
Taxation changing our name to Aspire International Inc.

On April 16, 2008, the Board of Directors approved a resolution to open a branch of the Company in Hong Kong after obtaining the necessary approvals from the Hong Kong Government. The Board also approved a resolution for its Canadian subsidiary to open a branch in China after taking necessary approvals from the Chinese Government.





5



---



On May 26, 2008, Perfisans Networks Corporation (Perfisans), a wholly-owned subsidiary of Aspire International Inc. (the Company) entered into a Management Agreement with Liuzhou Yi Sheng Da Trading Co., Ltd. (Liuzhou), dated May 26, 2008, whereby the parties agreed that the management of the Manganese Ore at Guangxi Fong Sheng shall be assigned to the Company for a period of ten years, commencing on June 1, 2008 and terminating on May 31, 2018.

On May 26, 2008, the Company entered into a Subcontract Agreement with Guangxi Wu Xuan Kwang Tai Mining Co. Ltd. (Guangxi Wu), dated May 26, 2008, whereby the parties agreed that Guangxi Wu shall be subcontracted to perform the management services at the Manganese Ore at Guangxi Fong Sheng for a period of ten years, commencing on June 1, 2008 and terminating on June 1, 2018. Under the terms of the Subcontract Agreement and as consideration for its management services, Guangxi Wu shall be paid a management fee of 30% of the total sales revenue of the Ore.

On May 26, 2008, Perfisans entered into a Distribution and Management Agreement with mine owner, Liao Dong Shang (Liao), and Management Company, Mo Xiong (Mo Xiong), dated May 26, 2008, whereby Liao as owner of the GuangXi Province 21.3Sq. Km Manganese ore and with mining rights to such ore, has agreed to use the profits of sales from the Manganese mine in exchange for shares of the Company. In addition, the parties agreed to contract Mo Xiong to oversee all production of the Manganese ore. The Company also agreed to form a wholly-owned foreign company in GuangXi within two months.

Results of Operation for the Three-Month Ending June 30, 2008

We have reported revenues of $8,551 for the quarter ending June 30, 2008 compared to $4,879 for the quarter ending June 30, 2007. The increase in the Companys revenue is due to increase in sales.

Total operating expenses decreased from $601,103 for the three-month period ending June 30, 2007 to $345,645 for the three-month period ending June 30, 2008 or 42.5% from the corresponding prior year period. This decrease was primarily due to the decrease in management compensation and consultant cost included in general and administrative expenses.

General and Administration fees decreased from $323,163 for the three-month period ending June 30, 2007 to $123,271 for the three-month period ending June 30, 2008 or 61.85% from the corresponding prior year period, primarily as a result of decrease in consultant fees..

Results of Operation for the Six-Month Ending June 30, 2008

We have reported revenues of $9,778 for the six-month period ending June 30, 2008 compared to $5,325 for the six-month period ending June 30, 2007. The increase in the Companys revenue is due to increase in sales.

Total operating expenses decreased from $1,558,396 for the six-month period ending June 30, 2007 to $661,938 for the six-month period ending June 30, 2008. This decrease was primarily due to the decrease in management compensation and consultant cost included in general and administrative expenses.

General and Administration fees decreased from $826,939 for the six-month period ending June 30, 2007 to $216,546 for the six-month period ending June 30, 2008, primarily as a result of decrease in consultant fees.





6



---



Liquidity and Capital Resources

For the six-months ended June 30, 2008, net cash used in operating activities amounted to $93,974, as compared to $154,850 for the same period in the prior year.

A Promissory note in the amount of $1,359,215 bears interest at 3% per month, with principal and interest payable at December 31, 2005. Management is working on the new terms. As of the date of this filing, the new terms have not been finalized and agreed to by both sides. Interest is however being accrued thereon.

On May 26, 2008 the Company issued 1,333,332 common shares valued at $600,000 in lieu of security for $600,000 (RMB4.2 million) to Liao, Dong Shan (mine owner) in accordance with the Management Agreement with Liuzhou Yi Sheng Da Trading Co., Ltd. (Liuzhou), dated May 26, 2008, the management of the Manganese Ore at Guangxi Fong Sheng has been assigned to the Company for a period of ten years, commencing on June 1, 2008 and terminating on May 31, 2018.

At June 30, 2008, we had no material commitments for capital expenditures other than for those expenditures incurred in the ordinary course of business. Additional capital could be required in excess of our liquidity, requiring us to raise additional capital through an equity offering or secured or unsecured debt financing. The availability of additional capital resources will depend on prevailing market conditions, interest rates, and our existing financial position and results of operations.

Off-Balance Sheet Arrangements

None.

Contractual Obligations and Commercial Commitments

Contractual obligations as of June 30, 2008 are as follows:

PAYMENTS DUE BY END OF PERIOD



Contractual Obligations
        
        Total
        
        Less than 1 year
        
        After 1-3 years
        
        3-5 yearsBuilding leases
        
        $
        22,047
        
        $
        11,503
        
        $
        10,544
        
        $
        0Equipment leases
        
        
        
        
        
        
        
        
        
        
        
        Convertible Term Note
        
        
        
        
        
        
        
        
        
        
        
        Promissory note
        
        $
        1,481,257
        
        $
        1,481,257
        
        
        
        
        
        Total
        
        $
        1,503,304
        
        $
        1,492,760
        
        $
        10,544
        
        $
        0


Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measures (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements, however, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently reviewing the effect, if any, SFAS 157 will have on its financial position and operations.





7



---



In September 2006, the Financial Accounting Standards Board (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 overfunded or underfunded status of a defined benefit postretirement plan (other than a multi employer 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.

In February 2007, the FASB issued SFAS No. 159 (SFAS 159) - the fair value option for financial assets and liabilities including in amendment of SFAS 115.

This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement objectives for accounting for financial instruments. This Statement is effective as of the beginning of an entitys first fiscal year that begins after November15, 2007, and interim periods within those fiscal years. 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 provisions of FASB Statement No. 157, Fair value measurements. The Company is
currently evaluating the impact of SFAS No. 159 on its financial statements.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (Topic 1N), Quantifying Misstatements in Current Year Financial Statements (SAB No. 108). SAB No. 108 addresses how the effect of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires SEC registrants (i) to quantify misstatements using a combined approach which considers both the balance sheet and income statement approaches; (ii) to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors; and (iii) to adjust their financial statements if the new combined approach results in a conclusion that an error is material. SAB No. 108 addresses the mechanics of correcting misstatements that
include effects from prior years. It indicates that the current year correction of a material error that includes prior year effects may result in the need to correct prior year financial statements even if the misstatement in the prior year or years is considered immaterial.

Any prior year financial statements found to be materially misstated in years subsequent to the issuance of SAB No. 108 would be restated in accordance with SFAS No. 154, Accounting Changes and Error Corrections. Because the combined approach represents a change in practice, the SEC staff will not require registrants that followed an acceptable approach in the past to restate prior years historical financial statements. Rather, these registrants can report the cumulative effect of adopting the new approach as an adjustment to the current years beginning balance of retained earnings. If the new approach is adopted in a quarter other than the first quarter, financial statements for prior interim periods within the year of adoption may need to be restated. SAB No. 108 is effective for fiscal years ending after November 15, 2006. The implementation of SAB No. 108 did not
have a material impact on the Companys results of operations and financial condition.





8



---



In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. This Statement replaces SFAS No. 141, Business Combinations.

This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after
Companys fiscal year beginning January 1, 2010. The Company has not yet determined the impact, if any, that SFAS 141(R) will have on Companys results of operations or its financial condition.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its consolidated financial statements. SFAS No. 160 is effective for the Companys fiscal year beginning January 1, 2010.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 (FAS 161). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161.

In May 2008, the FASB issued FAS No. 162 The Hierarchy of Generally Accepted Accounting Principles (FAS 162). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. FAS 162 is effective sixty days following the SECs approval of PCAOB amendments to AU Section 411, The Meaning of Present fairly in conformity with generally accepted accounting principles. The Company is currently evaluating the potential impact, if any, of the adoption of FAS 162 on its consolidated
financial statements.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate our estimates and assumptions based upon historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about





9



---



the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent that actual results differ from those estimates, our future results of operations may be affected. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, our actual losses may exceed our estimates, and additional allowances would be required.

Software Development Costs

Development costs related to software products are expensed as incurred until technological feasibility of the product has been established. Based on our product development process, technological feasibility is established upon completion of a working model. Costs incurred by us between completion of the working model and the point at which the product is ready for general release have not been significant. Accordingly, no costs have been capitalized to date.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None





10



---



ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

There were no matters required to be disclosed in a Current Report on Form 8-K during the fiscal quarter covered by this report that were not so disclosed.

There were no changes to the procedures by which security holders may recommend nominees to the Companys Board of Directors since Company last disclosed these procedures.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)
        Exhibits




ExhibitNumber
        
        Exhibit10.1
        
        Sub-Contract Agreement between Aspire International, Inc. and Guanxi Wu Xuan Kwang Tai Mining Co., Ltd dated May 26, 2008*10.2
        
        Management Agreement with Liuzhou Yi Seng Da Trading Co., Ltd. dated May 26, 2008*31.1
        
        Certification of Chief Executive Officer and Principal Accounting Officer, pursuant to Rule 13a - 14(a).**32.1
        
        Certification of Chief Executive Officer and Principal Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**


*
        Previously filed as exhibits to the Current Report on Form 8-K filed by the Company on May 30, 2008.


**
        Filed herewith






11



---



SIGNATURES

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





Date: August 13, 2008
        
        Aspire International, INC.By:
        /s/ Bok WongName: Bok WongTitle: Chief Executive Officer and Principal Accounting Officer






12



---