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, 2009

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		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 o
Non-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

		Page

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Cash Flows	4
	Notes to the Consolidated Financial Statements	5-8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4T.	CONTROLS AND PROCEDURES	11

PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 1A	RISK FACTORS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	REMOVED & RESERVED	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	13

SIGNATURES		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 June			31 December
	2009			2008
	(Unaudited)			(Audited)
ASSETS

Current Assets
Cash and cash equivalents	$	15,742		$	24,227
Prepayment and other receivables		11,736			31,799
Advances receivable		516,768			517,121
Total Current Assets		544,246			573,147

Capital and Other Assets
Deferred charges		62,191			70,114
Property and equipment, net		509,003			661,569
Intellectual property		1			1
Total Capital and Other Assets		571,195			731,684
Total Assets	$	1,115,441		$	1,304,831
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	3,845,619		$	3,645,243
Customer advances		745,685			746,194
Advances from stockholders		723,143			657,255
Loans payable		256,557			210,769
Promissory note payable		1,698,071			1,429,232

Total Current Liabilities		7,269,075			6,688,693
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, par value of $0.001 per share; 5,000,000 authorized; Nil issued and outstanding Common stock, par value of $0.001 per share; 150,000,000 authorized; 12,257,752 issued and outstanding (31 December 2008 - 12,192,752)		12,257			12,192
Additional paid-in capital		17,624,994			17,518,419
Stock subscriptions receivable		(600,000	)		(600,000	)
Deferred stock-based compensation		-			(161,333	)
Accumulated other comprehensive loss		(193,728	)		(152,638	)
Accumulated deficit		(22,997,157	)		(22,000,502	)
Total Stockholders' Deficit		(6,153,634	)		(5,383,862	)
Total Liabilities and Stockholders' Deficit	$	1,115,441		$	1,304,831

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

ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED 30 JUNE 2009 AND 2008

(Unaudited)

	2009			2008

SALES		-			8,551
COST OF SALES		-			-
GROSS PROFIT		-			8,551
OPERATING EXPENSES
Interest		151,810			124,117
General and administrative		107,944			123,271
Management salaries		100,000			97,750
Depreciation		28,933			507
TOTAL OPERATING EXPENSES		388,687			345,645
NET LOSS FROM OPERATIONS		(388,687	)		(337,094	)
Writedown of assets		(19,352	)		-
Interest income		-			49
NET LOSS	$	(408,039	)	$	(337,045	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(43,482	)		(2,160	)
COMPREHENSIVE LOSS		(451,521	)		(339,205	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.05	)	$	(0.05	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		8,424,115			6,172,374

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

ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

(Unaudited)

	2009			2008

SALES		71,169			9,778
COST OF SALES		63,198			-
GROSS PROFIT		7,971			9,778
OPERATING EXPENSES
General and administrative		331,666			216,546
Interest		286,764			244,392
Management salaries		200,000			200,000
Depreciation		58,857			1,000
TOTAL OPERATING EXPENSES		877,287			661,938
NET LOSS FROM OPERATIONS		(869,316	)		(652,160	)
Writedown of assets		(127,339	)		-
Interest income		-			49
NET LOSS	$	(996,655	)	$	(652,111	)
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation		(41,090	)		52,248
COMPREHENSIVE LOSS	$	(1,037,745	)	$	(599,863	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.09	)	$	(0.11	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		11,099,890			5,884,902

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

ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2009 AND 2008

(Unaudited)

	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(996,655	)	$	(652,111	)
Adjustments for non-cash items:
Depreciation		58,857			1,000
Writedown of assets		127,339			-
Stock-based compensation		267,973			106,640
Interest accrued on promissory notes payable		268,839			244,392
Adjustments for changes in working capital:
Prepayments and other receivables		(5,503	)		(255,671	)
Accounts payable and accrued liabilities		200,376			461,776
CASH USED IN OPERATING ACTIVITIES		(78,774	)		(93,974	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from stockholders		65,888			15,260
Proceeds from loans payable		45,788			-
Proceeds from advances receivable		-			88,263
CASH PROVIDED BY FINANCING ACTIVITIES		111,676			103,523
EFFECT OF FOREIGN CURRENCY TRANSLATION		(41,387	)		(8,684	)
NET DECREASE IN CASH		(8,485	)		(865	)
CASH, BEGINNING OF PERIOD		24,227			25,204
CASH, END OF PERIOD	$	15,742		$	24,339

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

ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIXMONTHS ENDED 30 JUNE 2009

(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 six month period ended 30 June 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 losses
2)	Stockholders’ deficiency
3)	Working capital deficiency
4)	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.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2010, the FASB issued ASU 2010-28, ―Intangibles — Goodwill and Other (Topic 350). This ASU modifies the first step of the goodwill impairment test to include reporting units with zero or negative carrying amounts. For these reporting units, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any, when it is more likely than not that a goodwill impairment exists. This ASU is effective for fiscal years and interim periods beginning after December 15, 2010. The Company has evaluated the ASU and does not believe it will have a material impact on the consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, ―Business Combinations (Topic 805). This ASU specifies that if a company presents comparative financial statements, the company should disclose revenue and earnings of the combined entity as though the business combination that occurred during the year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the pro forma revenue and earnings. This ASU is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company has evaluated the ASU and does not believe it will have a material impact on the consolidated financial statements.

FASB ASU 2011-01, “Receivables (Topic 310), Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20” — Under the existing effective date in FASB ASU 2010-20, public-entity creditors would have provided disclosures about troubled debt restructuring for periods beginning on or after December 15, 2010. ASU 2011-01 temporarily defers that effective date, enabling public-entity creditors to provide those disclosures (paragraphs 310-10-50-31 through 50-34) after the Financial Accounting Standards Board clarifies the guidance for determining what constitutes a troubled debtrestructuring. In the proposed Accounting Standards Update, Receivables (Topic 310), Clarifications to Accounting for Troubled Debt Restructurings by Creditors, the Board proposed that the clarifications would be effective for interim and annual periods ending after June 15, 2011. For the new disclosures about troubled debt restructurings in FASB ASU 2011-01, those clarifications would be applied retrospectively to the beginning of the fiscal year in which the proposal is adopted. The Company has evaluated the ASU and does not believe it will have a material impact on the consolidated financial statements.

5. 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 ofJune 30, 2009, Aspire GuangXi has a receivable of $516,768, 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.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2009		December 31, 2008
Accounts payable	$	285,710	352,269
Accrued liabilities – management salaries		1,999,000	1,799,000
Accrued liabilities – payroll		362,606	303,770
Accrued liabilities – interest		250,841	241,219
Accrued liabilities – consulting		194,424	504,424
Accrued liabilities – professional		20,968	54,333
Accrued liabilities – others		732,070	390,228
Total	$	3,845,619	3,645,243

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 June 30, 2009 were:

2009 (six months)	$	4,681
2010		3,900
Total	$	8,581

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		3,645
2012		13,804
2013 and thereafter		105,307
Total	$	122,756

8. SEGMENTED DISCLOSURES

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

	China (Mine Management)			Hong Kong (Import / Export)
Sales		-			71,169
Cost of Sales		-			(63,198	)
Operating Expenses		(912,583	)		(92,043	)
Net Loss		(912,583	)		(84,072	)
Total Assets		1,078,092			37,349

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.

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.

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 June 30, 2009, we had an accumulated deficit of $22,997,157 and negative working capital of $6,724,829. For the six months ended June 30, 2009, net cash used in operating activities amounted to $78,774 as compared to $93,974 for the six months ended June 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 $1,698,071that 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 June 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.

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 June 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.

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.

ITEM 6. EXHIBITS


(a)		Exhibits

Exhibit
Number		Exhibit

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*

* Filed herewith

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 Wong
		Name: Bok Wong
		Title: Chief Executive Officer and
		Chief Financial Officer

ASPIRE INTERNATIONAL, INC. 10-Q