f10k2010_aspireinter.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x Annual Report to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year ended December 31, 2010.

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 or other jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

18 Crown Steel Drive, Unit #310, Markham, Ontario L3R 9X8
(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 943-9996

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Name of each Exchange on which Registered
Not Applicable		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the Company (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 twelve months (or such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No þ

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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	Non-accelerated filer o

Accelerated filer o	Smaller Reporting Company þ

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of April 11, 2011: was approximately $12,300,000

Indicate the number of shares outstanding of the Company’s classes of common stock as of April 11, 2011: 32,294,419 shares of common stock, par value $0.001 per share.

Documents incorporated by reference: None.

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TABLE OF CONTENTS
PART I
	Item 1.	Business	1

	Item 2.	Properties	2

	Item 3.	Legal Proceedings	2

PART II

	Item 5.	Market for Registrant’s Common Stock and Related Stockholder Matters	3

	Item 6.	Selected Financial Data	5

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

	Item 8.	Financial Statements and Supplementary Data	8

	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	27

	Item 9A(T).	Controls and Procedures	27

	Item 9B.	Other Information	28

PART III

	Item 10.	Directors, Executive Officers and Corporate Governance	28

	Item 11.	Executive Compensation	30

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32

	Item 13.	Certain Relationships and Related Transactions	33

	Item 14.	Principal Accountant Fees and Services	33

	Item 15.	Exhibits, Financial Statement Schedules	34

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PART I

ITEM 1. BUSINESS

COMPANY HISTORY AND INTRODUCTION

Aspire International Inc. (“Aspire” or the “Company”), a Maryland corporation, was formerly known as Perfisans Holdings Inc. (“Perfisans”) before October 25, 2007. Prior to that, the Company was known as Griffin Industries, Inc., which acquired 100% of the capital stock of Perfisans Networks Corporation (“Perfisans Networks”), an Ontario corporation, on December 19, 2003. This transaction was accounted for as a reverse acquisition. We changed our name to Perfisans in conjunction with the reverse acquisition. On October 25, 2007, Perfisans changed its name to Aspire.

In June, 2008, we set up a wholly owned subsidiary of Aspire, Mega Bond (Hong Kong) Limited (“Mega Bond”), a Hong Kong company, to develop a China trade business. Mega Bond operated as an independent business unit with its own profit and loss. 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.

In June, 2008 we set up a wholly owned foreign enterprise operation Aspire GuangXi Inc. (“Aspire GuangXi”) in the province of GuangXi, China, in order to operate a mine in GuangXi. Aspire GuangXi is a fully owned subsidiary of Perfisans Networks, and is focused on managing the GuangXi Manganese mining Project. Aspire GuangXi ceased business operations in the second quarter of 2009.

For the fiscal year 2010, the Company’s organizational chart was as follows:

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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. Mygos operates as a platform to allow users to start their own businesses online and currently hosts over 80,000 active stores. The Mygos business is operated by the Company's Hong Kong office Aspire International Group Limited.

EMPLOYEES

As of December 31, 2010, the Company had 4 full-time employees in Canada and China.

ITEM 2. DESCRIPTION OF PROPERTY

Our headquarters are located at 18 Crown Steel Drive, Suite 310, Markham, Ontario, L3R 9X8, in 1,267 square feet of office space leased from an unrelated party. The Company leased premises in Canada under an operating lease with a three year term which expired on May 31, 2010. The Company continues to lease this premises on a month-to-month basis at a rate of $2,135 , after this lease expired.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and there are no material legal proceedings pending with respect to our property. We are not aware of any legal proceedings contemplated by any governmental authorities involving either our property or us. None of our directors, officers or affiliates is an adverse party in any legal proceedings involving us or our subsidiaries, or has an interest in any proceeding which is adverse to us or our subsidiaries.

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PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters.

Our shares of common stock are quoted on the NASDAQ’s OTC Bulletin Board under the symbol “PFNH”. The symbol was changed to “PFHD” on November 14, 2007 after the 25 to 1 reverse stock split. The symbol was again changed to “APIT” on December 18, 2007. Listed below are the high and low sale prices for the shares of our common stock during the fiscal years ended December 31, 2009 and 2010 and through April 11, 2011. These quotations reflect inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions.

Common Stock	High		Low

Fiscal 2009

First Quarter	$	0.15	$	0.04
Second Quarter		0.10		0.02
Third Quarter		0.05		0.02
Fourth Quarter		0.38		0.02

Fiscal 2010

First Quarter	$	0.04	$	0.02
Second Quarter		0.04		0.02
Third Quarter		0.39		0.02
Fourth Quarter		0.38		0.11
Through April 11, 2011		0.46		0.24

On April 11, 2011 there were approximately 253 holders of record of our 18,884,419 shares of common stock issued and outstanding.

On April 11, 2011 the last sale price of the shares of our common stock as reported on the OTC Bulletin Board was $0.38.

DIVIDEND POLICY

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and our credit arrangements then impose.

RECENT SALES of UNREGISTERED SECURITIES

On 9 April 2010, the Company issued 40,000 shares to a consultant for stock promotional services. The shares were valued at $10,000, being the value of services received. These services are included in general and administrative expenses.

On 19 April 2010, the Company issued 50,000 shares to a consultant for legal services. The shares were valued at $4,500, being the value of services received. These services are included in general and administrative expenses.

On 4 June 2010, the Company issued 100,000 shares to a consultant for stock promotional services. The shares were valued at a price of $0.38 per share, being the market price on the date of issuance. These services are included in general and administrative expenses.

On 7 July 2010, the Company issued 60,000 shares to a consultant for services rendered. Of these shares, 40,000 were subsequently cancelled on 7 October 2010 for non-performance. The shares were valued at a price of $0.40 per share, being the market price on the date of issuance. These services are included in general and administrative expenses.

On 20 July 2010, the Company issued 1,000,000 shares as collateral for a funding arrangement. A receivable of $200,000 was recorded in respect of this issuance. Subsequent to year-end, these shares were cancelled as discussed in note 10.

On 27 July 2010, the Company issued 950,000 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 one share of the Company at a price of $0.012 and is exercisable at any time within 12 months after the signing date. The value of the services from the issuance of these shares and warrants will be amortized over 12 months.

On 27 July 2010, the Company issued 400,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $4,800 was recorded in respect of this issuance.

On 18 August 2010, the Company issued 350,000 shares to a consultant for services rendered. The shares were valued at a price of $0.32 per share, being the market price on the date of issuance. These services are included in general and administrative expenses.

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On 16 September 2010, the Company issued 775,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $9,300 was recorded in respect of this issuance.

On 16 September 2010, the Company issued 50,000 shares to a consultant for services rendered. The shares were valued at a price of $0.39 per share, being the market price on the date of issuance. These services are included in general and administrative expenses.

On 20 October 2010, the Company issued 150,000 shares to a consultant for stock promotional services. The shares were valued at a price of $0.32 per share, being the market price on the date of issuance. These services are included in general and administrative expenses.

On 27 October 2010, the Company issued 100,000 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 one share of the Company at a price of $0.012 and is exercisable at any time within 12 months after the signing date. The value of the services from the issuance of these shares and warrants will be amortized over 12 months.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY PLANS

On February 12, 2004, our board of directors adopted our 2004 Stock Option Plan (the “Option Plan”). The Option Plan provides for the grant of incentive and non-qualified stock options to selected employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The Option Plan authorizes the grant of options for 10,000,000 shares of our common stock. During the fiscal year 2009, the Company cancelled all outstanding stock options, when the Aspire GuangXi mining operation became inactive. There were no options granted under the Plan in fiscal years 2010 and 2009.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

Contractual obligations as of December 31, 2010 are as follows:

Contractual Obligations	Total		Less than 1 year		After 1-3 years		3-5 years		Thereafter

Building leases	$	256,192	$	42,699	$	213,493	$	—	$	—

Land use payments		126,358		3,752		29,929		35,965		56,712

Promissory note		2,847,834		2,847,834		—		—		—

Total	$	3,230,384	$	2,894,285	$	2,43,422	$	35,965	$	56,712

RECENT ACCOUNTING PRONOUNCEMENTS:

None.

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 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.

REVENUE RECOGNITION

Mega Bond – This subsidiary’s primary business operations involve sourcing electronic components for importing into China. Its policy is to recognize revenue earned on a gross vs. net basis in accordance with ASC No. 605-45, “Revenue Recognition: Principal Agent Considerations” whereby it evaluates inventory and credit risk and whether there is a transfer of the risks and rewards of ownership. As a result of the fact that the Company takes possession of the goods prior to import, the Company records revenue on a gross basis. At this time, persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed, and collectability is reasonably assured. The impact on Operating Income is the same whether the Company records revenue on a gross or net basis.

Aspire GuangXi – The Company currently has no revenue related to the mining operations and does not expect to generate revenue until such time that the Company acquires control of the mine in accordance with the earn-in agreement.

Aspire International Group - Our online business-to-consumer shopping marketplace segment generates revenues primarily from membership fees paid by sellers. The membership fees are collected on an annual basis in advance, at the beginning of the year and are non-refundable. The memberships fees are determined based on the number of items listed for sale by the members and amount of website hosting space utilized by the member on the Mygos website. Revenues are recorded as they are earned, on a monthly basis over the service period. The portion of revenues that has been collected but not yet recognized is deferred and carried as a liability on the balance sheet. In the event that a customer cancels their membership at some point during the year, the remaining amount of deferred revenue from that customer will be recognized immediately.

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.

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ITEM 6, SELECTED FINANCIAL DATA

The registrant is a smaller reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information. The financial statements of the issuer are attached.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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 Annual Report on Form 10-K.

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, nor

OVERVIEW

Aspire International Inc. (“Aspire” or the “Company”), a Maryland corporation, was formerly known as Perfisans Holdings Inc. (“Perfisans”) before October 25, 2007. Prior to that, Perfisans was known as Griffin Industries, Inc. (“Griffin”), which acquired 100% of the capital stock of Perfisans Networks Corporation (“Perfisans Networks”), an Ontario corporation, on December 19, 2003. This transaction was accounted for as a reverse acquisition. We changed our name to Perfisans in conjunction with the reverse acquisition. On October 25, 2007, Perfisans changed its name to Aspire.

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

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.

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Aspire International Group Ltd. (AIGL) is a wholly owned subsidiary which was incorporated in Hong Kong on August 30, 2010. This company was established in order to prepare for growing business in Hong Kong and China. AIGL will explore, identify and conduct due diligent on potential business opportunities in the area for acquisition. In September 2010, AIGL started to explore the potential of online shop business opportunities in China and identify a potential target for acquisition - www.mygos.net.

Aspire International (Canada) Inc. was incorporated in December 23, 2010, in the Province of Ontario, Canada. Aspire International (Canada) Inc. is a wholly owned subsidiary, the Company was established to handle the day to day operations and administrative support for its parent company, Aspire International Inc.

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.

FISCAL YEAR ENDED DECEMBER 31, 2010 COMPARED TO DECEMBER 31, 2009

There were no revenues in either twelve month period ended December 31, 2010. The sales and cost of sales for 2009 related solely to the Mega Bond division. Mega Bond ceased business operations in the second quarter of 2009. The Company was inactive in 2010. The reduction in sales of $71,169 was due to the decision of management to cease operations at the end of the first quarter of 2009, until they determined whether it wished to continue in this line of business. In 2011 management made the decision that it would not discontinue the operations of the division. There were no significant assets or liabilities remaining in the division at the end of 2010.

Interest increased due to the continued accrued interest on debt and further advances by shareholders. General and administration increased due to the fact the company was mostly inactive during the last three quarters of 2009.

During the year 2010 the company recorded a write down of assets of $263,365. This write down was based on an independent third party observation report which concluded that further impairment loss on obsolete items and write off of lost items is considered necessary. Management agreed with their report and made the necessary adjustments to reflect the fair value of the property and equipment in 2010.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2010, we had an accumulated deficit of $26,211,208 and a working capital deficit of $8,963,294. For the year ended December 31, 2010, net cash used in operating activities amounted to $279,502, as compared to $63,228 for the year ended December 31, 2009.

We currently have a balance of $347,048 owed to General Resources Company, a corporation which is a shareholder of Aspire. We intend to repay such loans out of proceeds from future additional funding which may be raised by sale of stock.

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There was a director loan of $90,000 which bears an interest at 2% per month that we received during the year of 2005. Interest is accruing on this loan at $5,400 per quarter.

We have a promissory note in the amount of $2,017,478 that 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 December 31, 2010, 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

None.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Aspire International, Inc.

We have audited the accompanying consolidated balance sheets of Aspire International, Inc. and Subsidiaries as of 31 December 2010 and 2009, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended 31 December 2010 and 2009. Aspire International, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aspire International, Inc. and Subsidiaries as of 31 December 2010 and 2009 and the results of its consolidated operations and comprehensive income, stockholders' deficit, and its cash flows for the years ended 31 December 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant cumulative operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DNTW Chartered Accountants, LLP

Licensed Public Accountants

Markham, Canada

13 April 2011

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ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF 31 DECEMBER 2010 AND 2009

	2010		2009
ASSETS
Current Assets
Cash and cash equivalents	$	46,903	$	51,888
Prepayment and other receivables		42,258		6,236
Advances receivable		532,289		517,474
Total Current Assets		621,450		575,598
Capital and Other Assets
Deferred charges		39,726		54,391
Property and equipment, net		176,843		460,644
Intellectual property		1		1
Total Capital and Other Assets		216,570		515,036
Total Assets	$	838,020	$	1,090,634

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	4,549,491	$	4,111,672
Customer advances		768,081		746,703
Advances from stockholders		1,009,229		743,463
Loans payable		317,826		288,436
Promissory note payable		2,847,834		2,017,478
Total Current Liabilities		9,492,461		7,907,752

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; 18,884,419 issued and outstanding (31 December 2009 - 14,899,419)		18,884			14,899
Additional paid-in capital		19,086,030			17,838,954
Stock to be issued		60,000			-
Stock subscriptions receivable		(819,900	)		(617,750	)
Deferred stock-based compensation		(457,165	)		(81,187	)
Accumulated other comprehensive loss		(331,083	)		(274,408	)
Accumulated deficit		(26,211,208	)		(23,697,626	)
Total Stockholders' Deficit		(8,654,442	)		(6,817,118	)
Total Liabilities and Stockholders' Deficit	$	838,020		$	1,090,634

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

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ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

	2010			2009
SALES	$	-		$	71,169
COST OF SALES		-			63,198
GROSS PROFIT		-			7,971
OPERATING EXPENSES
General and administrative		890,404			423,824
Interest		882,235			637,688
Management salaries		400,000			400,000
Depreciation		75,578			116,244
TOTAL OPERATING EXPENSES		2,248,217			1,577,756
NET LOSS FROM OPERATIONS		(2,248,217	)		(1,569,785	)
Impairment and write off of equipment		(265,365	)		(127,339	)
NET LOSS	$	(2,513,582	)	$	(1,697,124	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(56,675	)		(121,770	)
COMPREHENSIVE LOSS	$	(2,570,257	)	$	(1,818,894	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED	$	(0.19	)	$	(0.13	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED		13,235,966			12,743,260

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

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ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCK HOLDERS’ DEFICIT

FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

	Shares		Capital Stock		Additional Paid-in Capital		Stock To Be Issued		Stock Subscriptions Receivable			Deferred Stock-Based Compensation			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Deficit
Balance at 31 December 2008		12,192,752	$	12,192	$	17,518,419	$	-	$	(600,000	)	$	(161,333	)	$	(152,638	)	$	(22,000,502	)	$	(5,383,862	)
Stock issued for cash		666,667		667		49,333		-		-			-			-			-			50,000
Stock issued for services		2,040,000		2,040		81,460		-		(17,750	)		(50,750	)		-			-			15,000
Warrants issued for services		-		-		57,500		-		-			(57,500	)		-			-			-
Stock-based compensation		-		-		106,640		-		-			188,396			-			-			295,036
Fair value of interest on interest-free advances from stockholders		-		-		25,602		-		-			-			-			-			25,602
Foreign currency translation		-		-		-		-		-			-			(121,770	)		-			(121,770	)
Net loss		-		-		-		-		-			-			-			(1,697,124	)		(1,671,522	)
Balance at 31 December 2009		14,899,419	$	14,899	$	17,838,954	$	-	$	(617,750	)	$	(81,187	)	$	(274,408	)	$	(23,697,626	)	$	(6,817,118	)
Stock issued for services		1,810,000		1,810		628,690		-		11,950			(380,000	)		-			-			262,450
Stock issued as collateral		1,000,000		1,000		199,000		-		(200,000	)		-			-			-			-
Stock to be issued for cash		-		-		-		60,000		-			-			-			-			60,000
Warrants issued for services		-		-		379,500		-		-			(379,500	)		-			-			-
Warrants exercised		1,175,000		1,175		12,925		-		(14,100	)		-			-			-			-
Stock-based compensation		-		-		-		-		-			383,522			-			-			383,522
Fair value of interest on interest- free advances from stockholders		-		-		26,961		-		-			-			-			-			26,961
Foreign currency translation		-		-		-		-		-			-			(56,675	)		-			(56,675	)
Net loss		-		-		-		-		-			-			-			(2,513,582	)		(2,513,582	)
Balance at 31 December 2010		18,884,419	$	18,884	$	19,086,030	$	60,000	$	(819,900	)	$	(457,165	)	$	(331,083	)	$	(26,211,208	)	$	(8,654,442	)

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

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ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,513,582	)	$	(1,697,124	)
Adjustments for non-cash items:
Depreciation		75,578			116,224
Impairment and write off of equipment		265,365			127,339
Stock-based compensation		383,522			295,036
Stock issued for services		250,500			15,000
Interest accrued on loans		857,317			613,848
Adjustments for changes in working capital:
Prepayments and other receivables		(36,302	)		-
Accounts payable and accrued liabilities		437,820			466,429
CASH USED IN OPERATING ACTIVITIES		(279,502	)		(63,228	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		(40,780	)		-
CASH USED IN INVESTING ACTIVITIES		(40,780	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from stockholders		265,766			86,208
Proceeds from loans payable		29,390			77,667
Proceeds from stock to be issued		60,000			-
Proceeds from warrants exercised		14,100			-
Stock subscriptions receivable		(2,150	)		-
Proceeds from issuance of common stock		-			50,000
CASH PROVIDED BY FINANCING ACTIVITIES		367,106			213,875
EFFECT OF FOREIGN CURRENCY TRANSLATION		(51,809	)		(122,986	)
NET (DECREASE) INCREASE IN CASH		(4,985	)		27,661
CASH, BEGINNING OF YEAR		51,888			24,227
CASH, END OF YEAR	$	46,903		$	51,888

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

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ASPIRE INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

1. NATURE OF OPERATIONS

The consolidated financial statements include the accounts of Aspire International, Inc. (the “Company” or “Aspire”) and its wholly-owned subsidiaries, Perfisans Networks Corporation (“Perfisans”), Mega Bond Group (Hong Kong) Limited (“Mega Bond”), and Aspire International Group (Hong Kong) Limited. Perfisans Networks Corporation includes the accounts of its wholly-owned subsidiaries, Perfisans Networks (Taiwan) Corporation (“Perfisans Taiwan”) and Aspire (GuangXi) Inc (“Aspire GuangXi”). 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 31 March 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.

The Company ceased business operations at Perfisans Taiwan effective the second quarter of 2009. It is management’s intention to close the Taiwan branch in fiscal 2011.

During the third quarter of 2010, the Company opened a new subsidiary, Aspire International Group (Hong Kong) Limited, which will identify potential acquisition targets in the online shopping industry.

2. 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.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of these consolidated financial statements.

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Revenue Recognition

Mega Bond – This subsidiary’s primary business operations involve sourcing electronic components for importing into China. Its policy is to recognize revenue earned on a gross vs net basis in accordance with Accounting Standards Codification (“ASC”) No. 605-45, Revenue Recognition: Principal Agent Considerations whereby it evaluates inventory and credit risk and whether there is a transfer of the risks and rewards of ownership. As a result of the fact that the Company takes possession of the goods prior to import, the Company records revenue on a gross basis. At that time, persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed, and collectability is reasonably assured. The impact on operating income is the same whether the Company records revenue on a gross or net basis.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due to banks, and any other highly liquid investments with a maturity of three months or less. The carrying amounts approximate fair values because of the short-term maturity of those instruments.

Fair Value of Financial Instruments

The Company’s financial instruments include advances receivable, accounts payable, customer advances, advances from stockholders, loans payable, promissory notes payable, and stock subscriptions receivable.

The estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. As of 31 December 2010 and 2009 the carrying values of financial instruments approximate their fair values due to the short-term maturity of these instruments.

Property and Equipment

Property and equipment are recorded at cost less accumulated amortization. Amortization is provided using the following annual rates and methods:

	Furniture and fixtures	20% declining balance
	Office equipment	20% declining balance
	Computer equipment	30% declining balance
	Plant and equipment	30% declining balance

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Impairment of Long-Lived Assets

In accordance with ASC No. 360 Property, Plant and Equipment, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of the asset less costs to sell. As further described in note 6, the Company recorded a write off and impairment charge of $265,365 with respect to its property and equipment during the year (2009 - $Nil).

Intellectual Property

Intellectual property is recorded at cost less impairment write down. Intellectual property is not amortized as it has an indefinite life. Impairment tests are performed at least once a year and when conditions indicating possible impairment exist. Intellectual property is written down if the carrying amount exceeds the fair value or if significant doubt exists with respect to recoverability.

Income Taxes

The Company accounts for income taxes in accordance with ASC No. 740 Income Taxes which prescribes use of the asset and liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Income taxes are recognized for the following a) the amount of tax payable for the current year, and b) deferred tax assets and liabilities for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

Stock-Based Compensation

All stock awards granted to employees and non-employees are valued at fair value by using the Black-Scholes option pricing model and are recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees whereby costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration of non-employee services is determined on the earlier of the date a performance commitment is received or the date on which performance is completed.

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Earnings or Loss Per Share

Basic earnings or loss per share is computed by dividing net earnings or loss by the weighted average number of common shares outstanding for the year. Diluted earnings or loss per share is computed by dividing net earnings or loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. At 31 December 2010, there were Nil options (2009 – Nil) and 1,050,000 warrants (2009 – 1,775,000) exercisable. There were no common equivalent shares outstanding at December 31, 2010 and 2009 that have been included in dilutive loss per share calculation as the effects would have been anti-dilutive.

Foreign Currency Translation

The Company's accounts have been translated into U.S. dollars in accordance with the provisions of ASC No. 830 Foreign Currency Matters. The Company’s subsidiaries are established in Canada, Hong Kong, China, and Taiwan and each maintains its books and records in local currencies. The Company uses the current rate method to translate the financial information of its various subsidiaries from the local currencies into its reporting currency, which is the US dollar. Under the current rate method, all assets and liabilities are translated at the current rate, stockholder’s equity accounts are translated at historical rates, and revenues and expenses are translated at average rates for the year.

Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in accumulated other comprehensive income (loss).

Comprehensive Income

The Company adopted ASC No. 220 Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of changes in stockholders' equity, and consists of foreign currency translation adjustments. ASC No. 220 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

Use of Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to the financial statements. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include accrued liabilities, valuation allowance for income taxes, fair value of stock issued for services and estimates for calculation for stock-based compensation.

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 of 31 December 2010, Aspire GuangXi has a receivable of $532,289, 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.

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5. DEFERRED CHARGES

During the year ended 31 December 2008, 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 made payments to the property owners in the outskirts of the mining property. This cost is being amortized over the period of the agreement.

		Cost				Accumulated Amortization				Net 2010				Net 2009
Deferred charges		$	79,627			$	39,901			$	39,726			$	54,391

6. PROPERTY AND EQUIPMENT

	Cost		Accumulated Amortization		Net 2010		Net 2009
Furniture and fixtures	$	73,216	$	63,456	$	9,760	$	1,135
Office equipment		47,849		44,267		3,582		343
Computer equipment		275,395		263,715		11,680		3,169
Plant and equipment		154,709		71,960		82,749		227,985
Construction in progress		69,072		-		69,072		228,012
	$	620,241	$	443,398	$	176,843	$	460,644

During the fourth quarter of 2010, management determined that indications of a possible impairment were present for its plant and equipment and construction in progress asset classes. These classes represent equipment for the mine which has been inactive since the first quarter of 2009. As such, management performed an on-site visit to the mine property and determined that several pieces of equipment were missing and others that were rusted. At this time, management assessed that a write off of $163,982 was required with respect to the missing items and an impairment charge of $99,383 was required for the rusted items as they would require additional improvements in order to become operational, combining for a total write off and impairment charge of $265,365.

7. INTELLECTUAL PROPERTY

Intellectual property represents licenses to use, modify and prepare derivative works of licensors’ source material. Licenses may be subject to annual and usage fees. The terms of the licenses continue indefinitely unless breached by the terms of the agreements. As at 31 December 2010 and 2009, the Company had three licensing agreements, which it entered into between April 2002 and July 2002. These licenses are non-transferable, non-sub licensable and royalty-free. The Company must pay annual support and maintenance fees to the licensors to maintain the terms of the agreements. These licenses give the Company the right to incorporate licensor software into the Company’s internally-developed software and the products it is developing.

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Annual support and maintenance fees are expensed as they become due. For 2010 and 2009, the Company is in breach of payment of its annual support and maintenance fees, and in default of such fee payment, the licensors may not maintain the terms of the agreements.

The Company evaluates the recoverability of the intellectual property and reviews the impairment on an annual basis and at any other time if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. Several factors are used to evaluate the intellectual property, including but not limited to, management’s plans for future operations, recent operating results and projected undiscounted cash flows. The Intellectual property was written-down to a nominal value of $1 in 2002.

8. BANK INDEBTEDNESS

The Company has overdraft protection available up to a maximum of $10,000 CAD or $10,054 USD (2009 - $9,532 USD).

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	2010		2009
Accounts payable	$	303,000	$	296,404
Accrued liabilities – management salaries		2,589,000		2,199,000
Accrued liabilities – payroll		421,955		399,348
Accrued liabilities – interest		252,586		251,935
Accrued liabilities – consulting		202,924		194,424
Accrued liabilities – professional		22,744		35,018
Accrued liabilities – others		757,282		735,543
	$	4,549,491	$	4,111,672

10. INCOME TAXES

For the year ended 31 December 2010, the Company had a net loss of $2,513,582 (2009 - $1,697,124) and as a result was not obligated to pay any income taxes.

As of 31 December 2009, the Company had non-capital losses of approximately $17,453,327 available to be carried forward and to offset future taxable income. These losses expire as follows:


2014	$	2,822,191
2015		4,311,769
2026		2,396,581
2027		2,964,271
2028		1,501,030
2029		1,388,752
2030		2,068,733
	$	17,453,327

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The Company has deferred income tax assets as follows:

	2010			2009
Net operating loss carried forward	$	17,453,327		$	15,421,808
Effective income tax rate		32.5	%		32.5	%
Deferred income tax on loss carried forward		5,672,331			5,012,088
Valuation allowance for deferred income tax assets		(5,672,331	)		(5,012,088	)
	$	-		$	-

It has been determined that realization of a deferred income tax asset is not likely to occur and therefore a valuation allowance has been recorded against these non-capital losses.

11. ADVANCES FROM STOCKHOLDERS

Advances from stockholders include the following:

A loan of $90,000 from a director of the corporation, which is unsecured, bears interest at 2% per month, and is due on demand. The Company has accrued interest of $21,600 (2009 - $21,600) as interest on this loan from a director for the year.

Other loans from shareholders and directors which are unsecured, non-interest bearing, and are due on demand. The Company calculated the fair value of interest on these interest free loans from shareholders at the rate of 5% (2009 – 5%) per annum and recorded it as a component of additional paid in capital.

During the year ended 31 December 2010, the Company received advances from stockholders totalling $93,250 which are unsecured, non-interest bearing, and due on demand.

12. LOANS PAYABLE

The Company’s subsidiary Mega Bond obtained a loan of US $85,788 (CAD $90,000) on 5 June 2008 which is unsecured, repayable in 12 months, and carries a rate of interest of 18% payable semi annually. As of 31 December 2010, the Company was in default with respect to this loan and the balance remains outstanding.

The Company obtained a loan of $154,418 (CAD $162,000) on 26 November 2008 which is unsecured, non-interest bearing, and repayable on demand.

13. PROMISSORY NOTE PAYABLE

Promissory note in the amount of $2,847,834 (2009 - $2,017,478) bears interest at 3% per month, with principal and interest payable on 31 December 2005. As of 31 December 2010, the Company was in default with respect to this loan and the balance remains outstanding.

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14. CAPITAL STOCK

Stock Issuances

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 one share of the Company at a price of $0.012 and is exercisable at any time within 12 months after the signing date. The value of the services from the issuance of these shares and warrants will be amortized over 12 months.

On 9 October 2009, the Company issued 1,100,000 shares and share purchase warrants to consultants in exchange for $0.01 per share and for services to be provided over 12 months. Each warrant entitles the consultant to purchase one share of the Company at a price of $0.012 and is exercisable at any time within 12 months after the signing date. The value of the services from the issuance of these shares and warrants will be amortized over 12 months..

On 15 December 2009, the Company issued 200,000 shares and paid $5,000 cash in exchange for services provided by consultants during the year. The shares were provided at a price of $0.075 per share for total consideration of $20,000.

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On 27 July 2010, the Company issued 400,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $4,800 was recorded in respect of this issuance.

On 16 September 2010, the Company issued 775,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $9,300 was recorded in respect of this issuance.

Stock Options

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 cancellation of the option. Options granted under the Plan must be exercised with cash. Any unexercised options that expire or that are cancelled upon an employee ceasing to be employed by the Company become available again for issuance under the Plan. The Plan may be terminated or amended at any time by the Board of Directors.

Activity under the Plan was follows:

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	Number of Options			Weighted Average Exercise Price
Outstanding at 31 December 2008		152,204		$	5.07
Granted		-			-
Cancelled		(152,204	)	$	5.07
Outstanding at 31 December 2009		-			-
Granted		-			-
Cancelled		-			-
Exercisable at 31 December 2010		-			-

No options were granted in 2009 or 2010. As of 31 December 2010 there were Nil options exercisable (31 December 2009 - Nil options exercisable) at a weighted average exercise price of $Nil (31 December 2009 - $Nil).

As of 31 December 2010, there was $Nil (31 December 2009 - $Nil) of unrecognized expenses related to non-vested stock-based compensation arrangements. The stock-based compensation expense for the year related to options was $Nil (2009 - $106,640).

Stock Purchase Warrants

During the year, the following activity occurred in respect of warrants outstanding:

	Number of Warrants			Weighted Average Exercise Price
Outstanding at 31 December 2008		30,000		$	1.50
Granted		1,775,000		$	0.012
Expired		(30,000	)	$	1.50
Outstanding at 31 December 2009		1,775,000		$	0.012
Granted		1,050,000		$	0.012
Exercised		(1,175,000	)	$	0.012
Expired		(1,000,000	)	$	0.012
Exercisable at 31 December 2010		650,000		$	0.012

As of 31 December 2010, 550,000 of the warrants outstanding are due to expire on 27 July 2011 and 100,000 of the warrants outstanding are due to expire on 27 October 2011.

As of 31 December 2010, there was $228,375 (31 December 2009 - $43,125) of unamortized deferred stock-based compensation related to warrants outstanding. The stock-based compensation expense for the year related to warrants was $194,250 (2009 - $14,375).

Common Stock Subscribed

The Company has an agreement with SBI and Westmoreland wherein they have committed to purchase 80,000 common shares of the Company at $50 per share for $4 million of funding. Net proceeds of $695,000 have been received by the Company and Westmoreland to date for the purchase of 15,000 common shares. SBI and Westmoreland have signed promissory notes for the balance of $600,000 that has not yet been received.

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On 15 September 2009, the Company issued 675,000 common shares at a price of $0.01 as part of a consulting contract. A receivable of $6,750 was recorded in respect of this issuance.

On 9 October 2009, the Company issued 1,100,000 common shares at a price of $0.01 as part of a consulting contract. A receivable of $11,00 was recorded in respect of this issuance.

On 27 July 2010, the Company issued 950,000 shares at a price of $0.01 as part of a consulting contract. A receivable of $9,500 was recorded in respect of this issuance.

On 27 July 2010, the Company issued 400,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $4,800 was recorded in respect of this issuance.

On 16 September 2010, the Company issued 775,000 shares at a price of $0.012 in settlement of warrants exercised by consultants. A receivable of $9,300 was recorded in respect of this issuance.

On 27 October 2010, the Company issued 100,000 shares at a price of $0.01 as part of a consulting contract. A receivable of $1,000 was recorded in respect of this issuance.

During the year ended 31 December 2010, the Company collected $22,450 on the above listed stock subscriptions receivable.

Common Stock To Be Issued

On 30 July 2010, the Company received $60,000 cash in a private placement transaction, which requires the issuance of 300,000 shares at a price of $0.20 per share. Subsequent to year end, the Company received a further $50,000 as part of another private placement with the same individual, as described in note 18.

15. DEFERRED STOCK-BASED COMPENSATION

Activity in deferred stock-based compensation for the years ended 31 December 2010 and 2009 was as follows:


Balance at 31 December 2008	$	161,333
Stock issued for services (1,775,000 shares)		50,750
Warrants issued for services (1,775,000 shares)		57,500
Stock-based compensation expense		(188,396	)
Balance at 31 December 2009		81,187
Stock issued for services (1,050,000 shares)		380,000
Warrants issued for services (1,050,000 warrants)		379,500
Stock-based compensation expense		(388,522	)
Balance at 31 December 2010	$	457,165

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16. COMMITMENTS AND CONTINGENCIES

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 leased premises in Canada under an operating lease with a three year term expiring on May

31, 2010. The Company continues to lease this premises on a month-to-month basis at a rate of $2,135 CAD, after this lease expired.

The Company also signed a 2-year lease for its online shopping segment in Hong Kong, for which it has committed to payments as follows:

2011	$	42,699
2012		128,096
2013		85,397
Total	$	256,192

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:

2011	$	3,752
2012		14,210
2013		15,719
2014		17,228
2015 and thereafter		75,450
Total	$	126,358

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17. SEGEMENTED DISCLOSURES

Starting in the third quarter of 2010, the Company began operating a new segment in the online shopping industry. Revenue and assets by geographic regions and business segment are as follows for 2010:

	China (Mine Management)			Hong Kong (Import / Export)			Hong Kong (Online Shopping)
Sales		-			-			-
Cost of Sales		-			-			-
Operating Expenses		(336,327	)		(16,299	)		(88,790	)
Net Loss		(336,327	)		(16,299	)		(88,790	)
Total Assets		744,650			4,800			61,161

Revenue and assets by geographic regions and business segment are as follows for 2009:

	China (Mine Management)			Hong Kong (Import / Export)
Sales		-			71,169
Cost of Sales		-			(63,198	)
Operating Expenses		(1,605,299	)		(83,854	)
Net Loss		(1,605,299	)		(91,825	)
Total Assets		1,085,794			4,840

18. SUBSEQUENT EVENTS

On 14 January 2011, the Company cancelled 1,000,000 shares which were previously issued as collateral in a funding arrangement that did not materialize.

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 to Aspire, 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.

On 28 February 2011, the Company received $50,000 in a private placement transaction which requires the issuance of 250,000 shares at a price of $0.20 per share.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A(T) CONTROLS AND PROCEDURES.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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 principal accounting officer of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of o possible controls and procedures.

Based on this evaluation, our chief executive officer and principal accounting officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2010 at the reasonable assurance level for the reasons discussed below related to identified material weaknesses in our internal controls over financial reporting.

To address the material weakness, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statement included in this annual report have been prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, management believes that the financial statements included in this report fairly present all material respects of our financial condition, results of operations and cash flows for the periods presented.

We recognize the importance of internal controls and management is making an effort to mitigate this material weakness to the fullest extent possible. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented.

Management’s Report on Internal Control Over Financial Reporting

Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

The management of Aspire International, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

* Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

* Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal controls over financial reporting.

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, as of December 31, 2010, 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, 2010 fiscal year. This weakness has existed since inception of the Company. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the Company’s independent registered public account firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Controls Over Financial Reporting

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.

ITEM 9(B). OTHER INFORMATION

Not Applicable

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, & CORPORATE GOVERNANCE

NAME	AGE	POSITION
Bok Wong	46	CEO, President, Principle Accounting Officer & Chairman
To-Hon Lam	50	Director
Eric Wang	43	Director

Each of the above officers and directors shall hold office until the next annual meeting of our shareholders or until a successor is elected and qualified.

BOK WONG. Bok Wong co-founded Perfisans Networks in February 2001 and has acted as its Vice President of Operations and Business since inception. Mr. Wong became the President and CEO in November 2005. Previously he co-founded Intervis Corporation, a System On Chip design consulting company. Intervis is a multi million dollar company, which designs complex network ASICchips and network processors for companies such as 3COM, Nortel, and Cabletron. He was the principal consultant of Intervis from 1998 to 2000 and Trebia Director of ASIC Technology from 2000 to February 2001. Mr. Wong has also worked with ATI Technologies, Genesis Microchip, and Philips in Hong Kong.

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TO-HON LAM. To-Hon Lam co-founded Perfisans Networks in February 2001 and has served as our Director since 2001. Prior to Perfisans, he successfully launched Matrox Toronto Design Center specializing in multi-million gate graphics and video processors. Mr. Lam has managed over 100 software and hardware projects. He was the co-founder and Director of Engineering with SiconVideo where he has employed from 1999 through February 2001. He also worked with ATI Technologies, where he designed several state of the art application specific integrated circuits (ASIC). ATI is currently a leader in the graphic chip design industry. Mr. Lam has over 21 years of engineering and design management experience with ASIC technologies.

ERIC WANG has served as our Director since 2005. A 13–year veteran of General Resources where he served as Vice President & CFO. As Vice President and CFO, he had overall responsibility for Financial Controls & Planning. Prior to that he was the deputy manager of Shang-Ching United C.P.A. Firm

Except as set forth herein, no officer or director of the Company has, during the last five years: (i) been convicted in or is currently subject to a pending a criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any Federal or state securities or banking laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy of for the two years prior thereto.

CODE OF ETHICS

Our board of directors adopted a Code of Ethics which covers all executive officers of our company and its subsidiaries. The Code of Ethics requires that senior management avoid conflicts of interest; maintain the confidentiality of information relating to our company; engage in transactions in shares of our common stock only in compliance with applicable laws and regulations and the requirements set forth in the Code of Ethics; and comply with other requirements which are intended to ensure that such officers conduct business in an honest and ethical manner and otherwise act with integrity and in the best interest of our company.

All of our executive officers are required to affirm in writing that they have reviewed and understand the Code of Ethics.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert.

COMPENSATION OF THE BOARD OF DIRECTORS

Directors who are also our employees do not receive additional compensation for serving on the Board or its committees. Non-employee directors are not paid any annual cash fee. Directors are entitled to receive options under our Stock Option Plan. All directors are reimbursed for their reasonable expenses incurred in attending Board meetings. We intend to procure directors and officers liability insurance.

LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Maryland state law, a director or officer is generally not individually liable to the corporation or its shareholders for any damages as a result of any act or failure to act in his capacity as a director or officer, unless it is proven that:

1. his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and

2. his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

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This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, our stockholders will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit our right or the right of any stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

As permitted by Maryland law, our By-Laws include a provision which provides for indemnification of a director or officer by us against expenses, judgments, fines and amounts paid in settlement of claims against the director or officer arising from the fact that he was an officer or director, provided that the director or officer acted in good faith and in a manner he or she believed to be in or not opposed to our best interests.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Under the securities laws of the United States, our directors, our executive (and certain other) officers, and any persons holding ten percent or more of our shares of common stock must report on their ownership of our shares of common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established. During the fiscal year ended December 31, 2010, based solely on a review of filings made with the SEC, we believe that all reports required to be filed by Section 16(a) were filed on a timely basis.

INTERNAL CONTROL OVER FINANCIAL REPORTING

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified one material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our company. The small number of employees who are responsible for accounting functions (more specifically, one) prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years indicated, certain information concerning the compensation of our Chief Executive Officer and each other most highly compensated executive officers of our company whose aggregate compensation exceeded $100,000 during the years ended December 31, 2010, 2009, 2008 and 2007.

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SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION COMPENSATION	YEAR		SALARY	BONUS(3)		OTHER ANNUAL COMPENSATION	SECURITIES UNDERLYING OPTIONS /SARS (#)		LTIP PAYOUTS	ALL OTHER COMPEN- SATION
BOK WONG
Chairman,		2010	200,000		0	0		0	0		0
President,CEO		2009	200,000		0	0		0	0		0

& Treasurer(1)		2008	200,000		0	0		0	0		0
		2007	200,000		210,000	0		0	0		0

TO-HON LAM		2010	200,000		0	0		0	0		0

Director (2)		2009	200,000		0	0		0	0		0
		2008	200,000		0	0		0	0		0
		2007	200,000		210,000	0		0	0		0

(1)	Mr. Wong became the Chairman, President, CEO and Treasurer of the Company effective November 8, 2006.

(2)	Mr. Lam resigned as the Chairman, President, CEO and Treasurer of the Company effective November 8, 2006.

(3)	In 2007, the Company issued 480,000 shares for total consideration of $420,000 to two directors as a bonus.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

NAME AND PRINCIPAL POSITION

SHARES ACQUIRED

ON EXERCISE

VALUE

REALIZED

# OF SHARES UNDERLYING

OPTIONS AT YEAR END

BOK WONG

Chairman, President and CEO

TO-HON LAM

Director

STOCK OPTIONS

On February 12, 2004, the Board of Directors adopted the Perfisans Holdings, Inc. 2004 Stock Option Plan. The Option Plan provides for the grant of incentive and non-qualified stock options to selected employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The Option Plan is administered by the Board of Directors and authorizes the grant of options for 4,000,000 shares. The Board of Directors determines the individual employees and consultants who participate under the Plan, the terms and conditions of options, the option price, the vesting schedule of options and other terms and conditions of the options granted pursuant thereto.

There were no options granted under the Plan in fiscal years 2010 and 2009. In fiscal 2009, as a result of ceased operations at the mine, all outstanding options held by employees were cancelled.

EMPLOYMENT AGREEMENTS

Each of Bok Wong, President and Chief Executive Officer and To-Hon Lam, has entered into employment agreements with us. Such agreements became effective upon the effectiveness of the registration statement the first draft of which was filed on February 12, 2004.

Mr. Wong’s employment agreement has an initial term of two years with subsequent one-year renewal periods. His employment agreement may be terminated by us for cause or upon his death or disability. In the event of Mr. Wong’s disability, termination of his employment agreement by us following a change in control or termination of his employment agreement by him for good reason, Mr. Wong is entitled to receive (i) the unpaid amount of his base salary earned through the date of termination; (ii) any bonus compensation earned but not yet paid; and(iii) a severance payment equal to one (1) year of his then current salary. In addition, Mr. Wong will be immediately vested in any options, warrants, retirement plan or agreements then in effect. Good reason means (i) a material change of Mr. Wong’s duties, (ii) a material breach by us under the employment agreement, or (iii) a termination of Mr. Wong’s employment in connection with a change in control.

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As used in Mr. Wong’s employment agreement, “change in control” means (1) our merger or consolidation with another entity where the members of our Board, do not, immediately after the merger or consolidation, constitute a majority of the Board of Directors of the entity issuing cash or securities in the merger or consolidation immediately prior to the merger or consolidation, or (2) the sale or other disposition of all or substantially all of our assets.

In the event of termination for cause, all of Mr. Wong’s unexercised warrants and options, whether or not vested, will be canceled, and Mr. Wong will not be eligible for severance payments. In the event of voluntary termination, all of Mr. Wong’s unbelted warrants and options will be canceled and he will have three(3) months from the date of termination to exercise his rights with respect to the unexercised but vested options. He will not be eligible for severance payments.

Mr. Wong’s employment agreement provides for an annual salary of $200,000 per year. Mr. Lam has an identical employment agreement to that of Mr. Wong.

In the event of termination for cause, all unexercised warrants and options held by the applicable employee, whether or not vested, will be canceled and the employee will not be eligible for severance payments. In the event of voluntary termination, all unbelted warrants and options will be canceled and the employee will have three (3) months from the date of termination to exercise his rights with respect to the unexercised but vested options.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

As of December 31, 2010, our authorized capitalization consisted of 150,000,000 shares of common stock, par value $0.001 per share. As of April 11, 2011, there were 32,294,419 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to the shareholder.

The following table sets forth, as of December 31, 2010, the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned.

NAME OF BENEFICIAL OWNER (1)	NUMBER OF SHARES BENEFICIALLY OWNED(2)	PERCENTAGE OF BENEFICIALLY OWNED(3)

Million Financial Corporation	2,920,043	19.61	%
General Resources Co.	460,000	3.09	%
Bok Wong	264,112	1.77	%
To-Hon Lam	264,112	1.77	%
Directors and officers as a group	860,000	5.77	%

(1) Unless otherwise indicated, the address of each person listed below is c/o Aspire International, Inc., at 18 Crown Steel Drive, Suite 310, Markham, Ontario L3R 9X8.

(2) Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.

(3) Figures may not add up due to rounding of percentages.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently have a balance of $347,048 owed to General Resources Company, a company whose chairman is Chris Chen. We intend to repay such loans out of proceeds from future additional funding raised by the sale of our common stock. This balance is a component of advances from shareholders as classified on the balance sheet.

We received a loan from a director of $90,000 during 2005. Interest is accrued on this loan at a rate of 2% per month.

Other than the foregoing, there have been no transactions between our company and any of our officers, directors, 10% shareholders or any other affiliates required to be reported hereunder.

ITEM 14. PRINCIPAL ACCOUNTANT FEES & SERVICES

Aggregate fees billed to our company by our principal auditor DNTW Chartered Accountants LLP for the fiscal year ended December 31, 2010 and 2009 are as follows:

	2010		2009

Audit-Related Fees	$	45,000	$	40,600
Tax Fees		-		-
All Other Fees		-		-


Total	$	45,000	$	40,600

We do not have an audit committee. Since our management recently changed as a result of the acquisition of Perfisans Networks, we were not able to identify and appoint a suitable nominee in time for this annual report. Our management is currently diligently pursuing such a candidate and will appoint an audit committee promptly.

Figures may not add up due to rounding of percentages.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

3.1.1	Articles of Incorporation (1)

3.1.2	Amendment to the Articles of Incorporation (1)

3.2	Bylaws (1)

10.1	Employment Agreement with To-Hon Lam(1)

10.2	Employment Agreement with Bok Wong(1)

14	Code of Ethics (1)

21	Subsidiaries of the registrant (1)

31.1	Rule 13a-14(a)/15d-14(a) Certification. (2)

32.1	Certification by the Chief Executive Officer & Principal Accounting Officer Relating to a Periodic Report Containing Financial Statements. (2)*

(1)	Previously filed.

(2)	Filed herewith.

* The Exhibit attached to this Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(b) Reports on Form 8-K.

There were no reports filed on Form 8-K during the last quarterly period covered by this report.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASPIRE INTERNATIONAL INC.

	DATE: April 15, 2011

	By:	/s/ BokWong

		CEO, Principal Accounting Officer and Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the following persons and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE


Bok Wong	CEO, Principal Accounting Officer and Chairman of the Board	April 15, 2011


To-Hon Lam	Director	April 15, 2011


Eric Wang	Director	April 15, 2011