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 September 30, 2009Oro
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

91-1869317(State of Incorporation)

(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. Yes o      No x




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 filer o

Accelerated filer oNon-accelerated filer o     (Do not check if a smaller reporting company)
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes o     No x










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. Yes o      No o




APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.





18,884,419 issued and outstanding as of February 18, 2011.










ASPIRE INTERNATIONAL, INC.





TABLE OF CONTENTS





PagePART I - FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTSConsolidated Balance Sheets
1Consolidated Statements of Operations
2-3Consolidated Statements of Cash Flows
4Notes to the Consolidated Financial Statements
5-7ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
8ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10ITEM 4T.
CONTROLS AND PROCEDURES
10PART II OTHER INFORMATIONITEM 1.
LEGAL PROCEEDINGS
11ITEM 1A
RISK FACTORS
11ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
11ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
11ITEM 4.
REMOVED & RESERVED
11ITEM 5.
OTHER INFORMATION
11ITEM 6.
EXHIBITS
12SIGNATURES

13









PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS





ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES




CONSOLIDATED FINANCIAL STATEMENTS





ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


AS OF




30 September

2009

(Unaudited)


31 December

2008

(Audited)ASSETSCurrent AssetsCash and cash equivalents

$
81,115


$
24,227Prepayment and other receivables


13,066



31,799Advances receivable


517,474



517,121Total Current Assets


611,655



573,147Capital and Other Assets
 Deferred charges


58,333



70,114Property and equipment, net


485,245



661,569Intellectual property


1



1Total Capital and Other Assets


543,579



731,684Total Assets

$
1,155,234


$
1,304,831




LIABILITIES AND STOCKHOLDERS' DEFICIT


Current LiabilitiesAccounts payable and accrued liabilities

$
3,981,656


$
3,645,243Customer advances


746,703



746,194Advances from stockholders


862,699



657,255Loans payable


276,775



210,769Promissory note payable


1,850,897



1,429,232Total Current Liabilities


7,718,730



6,688,693




Commitments and Contingencies


Stockholders' Deficit


Preferred stock, par value of $0.001 per share; 5,000,000 authorized; Nil issued and outstandingCommon stock,par value of $0.001 per share; 150,000,000 authorized; 12,932,752 issued and outstanding (31 December 2008 - 12,192,752)


12,932



12,192Additional paid-in capital


17,651,319



17,518,419Stock subscriptions receivable


(606,750
)


(600,000
)Deferred stock-based compensation


(20,250
)


(161,333
)Accumulated other comprehensive loss


(303,197
)


(152,638
)Accumulated deficit


(23,297,550
)


(22,000,502
)Total Stockholders' Deficit


(6,563,496
)


(5,383,862
)Total Liabilities and Stockholders' Deficit

$
1,155,234


$
1,304,831




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


1


ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2009 AND 2008


(Unaudited)


2009


2008SALES

$
-


$
38,066COST OF SALES


-



44,952GROSS PROFIT


-



(6,886
)OPERATING EXPENSESInterest


152,834



115,729Management salaries


100,000



100,000General and administrative


18,876



455,810Depreciation


28,683



1,888TOTAL OPERATING EXPENSES


300,393



673,427NET LOSS FROM OPERATIONS


(300,393
)


(680,313
)Writedown of assets


-



-Interest income


-



-NET LOSS

$
(300,393
)

$
(680,313
)OTHER COMPREHENSIVE (LOSS) INCOMEForeign currency translation


(109,469
)


120,168COMPREHENSIVE LOSS


(409,862
)


(560,145
)LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING – BASIC

$
(0.02
)

$
(0.07
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC


12,369,016



9,951,590LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING – DILUTED

$
(0.02
)

$
(0.07
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – DILUTED


12,480,279



9,951,590




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


2




ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2009 AND 2008


(Unaudited)


2009


2008SALES

$
71,169


$
141,001COST OF SALES


63,198



138,109GROSS PROFIT


7,971



2,892OPERATING EXPENSESInterest


439,598



360,121General and administrative


350,542



672,349Management salaries


300,000



300,000Depreciation


87,540



2,888TOTAL OPERATING EXPENSES


1,177,680



1,335,358NET LOSS FROM OPERATIONS


(1,169,709
)


(1,332,466
)Writedown of assets


(127,339
)


-Interest income


-



42NET LOSS

$
(1,297,048
)

$
(1,332,424
)OTHER COMPREHENSIVE (LOSS) INCOMEForeign currency translation


(150,569
)


172,416COMPREHENSIVE LOSS

$
(1,448,138
)

$
(1,160,008
)LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED

$
(0.11
)

$
(0.18
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING –BASIC AND DILUTED


12,294,976



7,250,361




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


3


ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2009 AND 2008


(Unaudited)




2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(1,297,048
)

$
(1,332,424
)Adjustments for non-cash items:Depreciation


87,540



2,888Writedown of assets


127,339



-Stock-based compensation


267,973



159,960Shares issued for professional services


-



66,000Interest accrued on promissory notes payable


421,665



360,121Adjustments for changes in working capital:Prepayments and other receivables


(6,833
)


(592,311
)Accounts payable and accrued liabilities


336,413



1,180,996CASH USED IN OPERATING ACTIVITIES


(62,951
)


(154,770
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment


-



(303,498
)CASH USED IN INVESTING ACTIVITIES


-



(303,498
)CASH FLOWS FROM FINANCING ACTIVITIESAdvances from stockholders


205,444



15,260Proceeds from loans payable


66,006



-Proceeds from advances receivable


-



88,263Proceeds from issuance of common shares


-



434,392CASH PROVIDED BY FINANCING ACTIVITIES


271,450



537,915EFFECT OF FOREIGN CURRENCY TRANSLATION


(151,611
)


17,084NET INCREASEIN CASH


56,888



96,731CASH, BEGINNING OF PERIOD


24,227



25,204CASH, END OF PERIOD

$
81,115


$
121,935





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


4




ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINEMONTHS ENDED 30 SEPTEMBER2009


(Unaudited)





1.    NATURE OF OPERATIONS





The consolidated financial statements include the accounts of Aspire International, Inc. (the “Company” or “Aspire”, formerly Perfisans Holdings, Inc.) and its wholly-owned subsidiaries, Perfisans Networks Corporation and Mega Bond Group (Hong Kong) Limited (“Mega Bond”). 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. The Company has funded its operations to date mainly through the issuance of shares.





Mega Bond’s business activity involved the sale of electronic components up to the end of March 31, 2009.  Mega Bond ceased business operations in the second quarter of 2009.  It is management’s intention to close the Mega Bond office in fiscal 2011.





We have ceased business operations at our Taiwan branch, Perfisans Networks (Taiwan) Corporation effective the second quarter of 2009.  It is management’s intention to close the Taiwan branch in fiscal 2011.





2.    BASIS OF PRESENTATION





The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine month period ended 30 September 2009 are not necessarily indicative of the results that may be expected for the year ending 31 December 2009.  For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended 31 December 2008.





3.    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:





1)
Recurring operating losses2)
Stockholders’ deficiency3)
Working capital deficiency4)
Adverse key financial ratios





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.





The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.




5





4.    ADVANCES RECEIVABLE





The Company’s subsidiary Aspire GuangXi executed a manganese ore mining distribution and management agreement in China with the mine owner and a management company. From the proceeds of the mining operation, Aspire GuangXi is required to distribute 30% to the management company who is responsible to incur all operating expenses. As ofSeptember 30, 2009, Aspire GuangXi has a receivable of $517,474, as a result of paying for certain expenses on behalf of the management company and to enable it to commence mining operations. Once the mine commences operations the Company is expected to receive repayment of these advances.





5.    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES





September 30,2009


December 31, 2008Accounts payable

$
292,512


$
352,269Accrued liabilities – management salaries


2,099,000



1,799,000Accrued liabilities – payroll


385,900



303,770Accrued liabilities – interest


251,534



241,219Accrued liabilities – consulting


194,424



504,424Accrued liabilities – professional


22,744



54,333Accrued liabilities – others


735,542



390,228Total

$
3,981,656


$
3,645,243





6.    CAPITAL STOCK





On 15 September 2009, the Company issued 675,000 shares and share purchase warrants to a consultant in exchange for $0.01 per share and for services to be provided over 12 months. Each warrant entitles the consultant to purchase 1 share of the Company at a price of $0.012 and is exerciseable at any time within 12 months after the signing date. These shares and warrants will be amortized over 12 months. As of 30 September 2009, proceeds of $6,750 was receivable and $20,250 of deferred stock-based compensation remains to be amortized in respect of these shares and warrants.





7.    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. The Company will be paid a management fee of 21% of the total sales revenue of the Ore.





The Company leases premises in Canada under an operating lease with a three years term expiring on May 31, 2010. Minimum lease commitments exclusive of insurance and other occupancy charges under the lease at September 30, 2009 were:





2009 (three months)

$
2,3402010


3,900Total

$
7,800




6




The Company’s subsidiary Aspire Guangxi executed a distribution and management agreement with the owner of a manganese ore mine in China. To facilitate access to the mine, the Company has committed payments to the property owners in the outskirts of the mining property to facilitate access to the mining property. The Company is committed to the following payments:





2009

$
-2010


-2011


3,6452012


13,8042013 and thereafter


105,307Total

$
122,756





8.    SEGMENTED DISCLOSURES





Revenue and assets by geographic regions and business segment are as follows for the nine months ended 30 September 2009:


China

(Mine Management)


Hong Kong

(Import / Export)Sales


-



71,169Cost of Sales


-



(63,198
)Operating Expenses


(1,209,134
)


(95,885
)Net Loss


(1,209,134
)


(87,914
)Total Assets


1,150,465



4,769




9.    SUBSEQUENT EVENTS





On 14 February 2011, the Company entered into an Acquisition Agreement with its directors Bok Wong and To Hon Lam and the Company’s wholly owned subsidiary Perfisans Networks Corporation. Pursuant to this agreement, Bok Wong and To Hon Lam acquired 100% of the common stock of Perfisans for consideration of $10.





On 14 February 2011, the Company and Candid Global Resources Hong Kong Ltd entered into an Asset Purchase Agreement whereby Candid Global Resources Hong Kong Ltd agreed to sell 100% of their assets, including the sub-entity known as “Mygos” and related trademarks and intellectual property for 10,000,000 common shares of Aspire.


7




ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





The following discussion should be read in conjunction with the information contained in our consolidated financial statements at the notes thereto appearing elsewhere in this quarterly report, and in conjunction with the Management’s Discussion and Analysis set forth in our annual report on Form 10-K for the year ended December 31, 2008.





Forward-Looking Statements





Certain statements contained in this quarterly filing, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.





Such factors include, among others, the following: international, national and local general economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.  Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.





Plan of Operations





Overview





Aspire International Inc. is a U.S. company, incorporated in October 14, 1997 in the state of Maryland.





On 14 February 2011, the Company disposed of its subsidiary Perfisans Networks Corporation, and consequently its primary mining operations, contained in its subsidiary Aspire GuangXi Inc.





Additionally, on 14 February 2011, the Company entered into an Asset Purchase Agreement with Candid Global Resources (Hong Kong) Ltd., which agreed to sell 100%  of its assets, including the sub-entity known as “Mygos” and related trademarks and intellectual property in exchange for 10,000,000 shares of Aspire.





The Company’s primary business operations, purchased as part of this agreement, is the Mygos website (http://www.mygos.net/) which is an online business-to-consumer shopping mall, headquartered in Shenzhen, in the Guangdong province of China. Mygos operates as a platform to allow users to start their own businesses online and currently hosts over 80,000 active stores.





The Company’s plans during fiscal 2011 are as follows:





During Q1 and Q2 of 2011, the Company will focus on expanding Mygos’s business in the China and South East Asia (including the Hong Kong, Macao, and Taiwan markets).





In Q3 of 2011, the Company intends to begin promoting Mygos in India, Japan, South Korea, and North America.




8





In Q4 of 2011, the Company intends to begin promoting Mygos in Australia, New Zealand, and Africa.





Liquidity and Capital Resources





We are still in the process of developing and implementing our plan of operations and raising additional capital. As such, management is taking action to obtain additional funding.





At September 30, 2009, we had an accumulated deficit of $23,297,550 and negative working capital of $7,107,075. For the nine months ended September 30, 2009, net cash used in operating activities amounted to $62,951 as compared to $154,770 for the nine months ended September 30, 2008.





In March 2004, we borrowed $250,000 from an unaffiliated lender. The loan bears interest at 2% per month and is payable on July 3, 2004 or upon our receipt of at least $4,000,000 of proceeds from the sale of stock. In October 30, 2004 we increased the borrowed amount from the same lender to $392,208 which bears an interest at 3% per month. The total amount of the loan with principal and interest was $1,698,071 as at June 30, 2009. We are currently in the process of extending the loan period. We intend to repay such loans out of proceeds from future additional funding raised by sale of stock.




We have a promissory note in the amount of $1,850,897that bears interest at 3% per month, with principal and interest payable at December 31, 2005. Management is in default of the payment on maturity and is currently in discussions with the lender to revise the terms. The new terms have not been finalized or agreed to by either side and the lender has not demanded repayment.




At September 30, 2009, we had no material commitments for capital expenditures other than for those expenditures incurred for the mining operations.





It is not anticipated that further financing will need to be raised to carry out our business plans for Mygos for fiscal 2011.





Off-Balance Sheet Arrangements





We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.





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 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.





Our significant accounting policies are summarized in Note 3 of our annual financial statements filed on Form 10-K on May 4, 2009.  While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.




9




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets are valued at fair value as determined in good faith by or under the direction of the Board of Directors (which is based, in part, on quoted market prices). Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s portfolio companies, the relative prices of alternative investments, general market conditions and supply and demand imbalances for a particular security.





Neither the Company’s investments nor an investment in the Company is intended to constitute a balanced investment program. The Company will be subject to exposure in the public market pricing and the risks inherent therein.





ITEM 4T.  CONTROLS AND PROCEDURES





(a) Evaluation of Disclosure Controls and Procedures





As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principle accounting officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).





A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be presented or detected on a timely basis.





Based on management’s assessment, we have concluded that the Company’s internal control over financial reporting was not effective due to the material weaknesses identified below:





Inherent in small business is the pervasive problem of segregation of duties. Given that the Company only employs two executive officers, one of which is a director, segregation of duties is not possible at this stage in the corporate lifecycle. We are planning to mitigate this risk by hiring an adequate amount of staff in the future in order to segregate incompatible duties. We do not presently possess the necessary funds to hire such staff. Until this time that we have adequate funds to hire additional staff, the board will be actively involved in reviewing all significant transactions which are subject to this weakness.





This weakness was identified by our auditors during the audit of the December 31, 2008 fiscal year as filed on Amended Form 10-K. This weakness has existed since inception of the Company and has not been remedied as of September 30, 2009.





(b) 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.




10





PART II OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS





In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.





ITEM 1A    RISK FACTORS





Not required for smaller reporting companies.





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





None.





ITEM 3.    DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.     REMOVED & RESERVED





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.




11




ITEM 6.    EXHIBITS


(a)

ExhibitsExhibitNumber

Exhibit31.1

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*





* Filed herewith




12





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: March 18, 2011
Aspire International, Inc.By:
/s/ Bok WongName: Bok WongTitle: Chief Executive Officer andChief Financial Officer














13