UNITED STATES
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 quarterly period ended September 30, 2010

or

[     ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ____________ to ____________

Commission File Number 000-53976

HORIYOSHI WORLDWIDE INC.
(Exact name of registrant as specified in its charter)

Nevada	98-0513655
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
711 S. Olive Street, Suite 504, Los Angeles, CA, USA	90014
(Address of principal executive offices)	(Zip Code)

(213) 221-7819
(Registrant’s telephone number, including area code)

N/A
(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.
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(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 Exchange Act
[ ] YES [X] NO

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

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.
60,000,525 common shares issued and outstanding as of November 5, 2010

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION			3
	Item 1.	Financial Statements	3
	Item 2.	Management’s Discussion and Analysis or Plan of Operation	13
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
	Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION			19
	Item 1.	Legal Proceedings	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.	Defaults upon Senior Securities	19
	Item 4.	[Removed and Reserved]	20
	Item 5.	Other Information	20
	Item 6.	Exhibits	20

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our company's Form 10-K filed with the SEC on March 31, 2010. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

3

HORIYOSHI WORLDWIDE INC.
(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(Unaudited)

4

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Balance Sheets

		As of			As of
		September 30,			December 31
		2010			2009
		(Unaudited)
ASSETS
Current Assets
Cash	$	-		$	53
TOTAL ASSETS	$	-		$	53
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	27,275		$	1,700
Due to related party (note 5)		35,684			12,423
Total Liabilities		62,959			14,123
STOCKHOLDERS’ DEFICIT (note 3)
Preferred stock, par value $0.001, 100,000,000 shares      authorized, none issued and outstanding		-			-
Common stock, par value $0.001, 1,081,100,000 shares      authorized, 94,866,525 shares issued and outstanding		94,867			94,867
Capital deficiency		(9,367	)		(9,367	)
Deficit accumulated during the development stage		(148,459	)		(99,570	)
Total Stockholders’ Deficit		(62,959	)		(14,070	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	53

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

- 5 -

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Interim Statements of Operations

(Unaudited)

														Cumulative
														From Inception
														(November 3,
														2006) to
		Three Months Ended September 30,						Nine Months Ended September 30,						September 30,
		2010			2009			2010			2009			2010
REVENUES:	$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES:
General and administrative expenses		356			15			519			88			1,111
Mining expenses		-			-			-			-			49,045
Professional fees		32,131			2,240			48,397			13,667			98,722
Total Operating Expenses		32,487			2,255			48,916			13,755			148,878
OTHER INCOME AND EXPENSE
Foreign currency transaction gain		11			-			27			-			27
Interest income		-			-			-			4			392
Net Loss Applicable to Common Shares	$	(32,476	)	$	(2,255	)	$	(48,889	)	$	(13,751	)	$	(148,459	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		94,866,525			94,866,525			94,866,525			94,866,525

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

- 6 -

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Interim Statements of Cash Flows

(Unaudited)

								Cumulative
								From Inception
								(November 3,
								2006) to
		Nine Months Ended September 30,						September 30,
		2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(48,889	)	$	(13,751	)	$	(148,459	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease in prepaid expenses		-			470			-
Increase (decrease) in accounts payable		25,575			(2,060	)		27,275
Net cash used in operating activities		(23,314	)		(15,341	)		(121,184	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party		35,684			5,510			48,107
Repayment of advance from related party		(12,423	)					(12,423	)
Issuance of common stock for cash		-			-			85,500
Net cash provided by financing activities		23,261			5,510			121,184
Net decrease in cash and cash equivalents		(53	)		(9,831	)		-
Cash and cash equivalents - beginning of period		53			10,309			-
Cash and cash equivalents - end of period	$	-		$	478		$	-
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

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

- 7 -

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

September 30, 2010

(Unaudited)

1.	Organization
	Horiyoshi Worldwide Inc. (the “Company”), a development stage company, was incorporated on November 3, 2006 in the State of Nevada, U.S.A. The Company was originally incorporated as Kranti Resources, Inc. and changed its name to Horiyoshi Worldwide Inc. on June 17, 2010. It is based in Los Angeles, CA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.
	The Company is a development stage company that initially intended to engage primarily in the acquisition, exploration and development of resource properties. The Company has changed its business to a luxury apparel company. To date, the Company’s activities have been limited to its formation, the raising of equity capital, and its mining exploration work program.
	Development Stage Company
	The Company is considered to be in the development stage as defined in FASC 915-10-05 “Development Stage Entity,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7. The Company has been devoting substantially all of its efforts to development of business plans and the exploration of mineral properties since inception, but has recently discontinued exploration on its properties described in Note 5. Management is currently contemplating other ventures of merit to enhance stockholder value.
2.	Significant Accounting Policies
	Use of Estimates
	The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
	Cash and Cash Equivalents
	Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $0 and $53 in cash and cash equivalents at September 30, 2010 and December 31, 2009, respectively.
	Start-Up Costs
	In accordance with FASC 720-15-20 “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

- 8 -

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

September 30, 2010

(Unaudited)

2.	Significant Accounting Policies – Continued
	Mineral Acquisition and Exploration Costs
	The Company had been in the exploration stage since its formation on November 3, 2006 and has not realized any revenue from its planned operations. It has been primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs were expensed as incurred.
	Net Income or (Loss) Per Share of Common Stock
	The Company has adopted FASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
	The following table sets forth the computation of basic and diluted earnings per share:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2010			2009			2010			2009
Net loss	$	(32,476	)	$	(2,255	)	$	(48,889	)	$	(13,751	)
Weighted average common shares outstanding (Basic)		94,866,525			94,866,525			94,866,525			94,866,525
Options		-			-			-			-
Warrants		-			-			-			-
Weighted average common shares outstanding (Diluted)		94,866,525			94,866,525			94,866,525			94,866,525
Net loss per share (Basic and Diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

- 9 -

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

September 30, 2010

(Unaudited)

2.	Significant Accounting Policies - Continued
	Foreign Currency Translations
	The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of shareholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.
	The Company has realized $27 in exchange gains from inception (November 3, 2006) to September 30, 2010.
	Comprehensive Income (Loss)
	FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (November 3, 2006) to September 30, 2010, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (November 3, 2006) to September 30, 2010.
	Recent Accounting Pronouncements
	In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
	Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
	Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

10

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

September 30, 2010

(Unaudited)

3.	Stockholders’ Deficit
	Authorized Stock
	At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
	Effective April 30, 2009 the Company increased the number of authorized shares to 600,000,000 shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.
	Effective June 17, 2010 the Company increased the number of authorized shares to 1,181,100,000 shares, of which 1,081,100,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.
	Share Issuances
	On April 27, 2009, the Board authorized a 10 for 1 forward split of its common stock effective May 19, 2009. Each stockholder of record on May 18, 2009 received ten (10) new shares of the Company’s $0.001 par value stock for every one (1) old share outstanding.
	On May 25, 2010, the Board authorized a 2.1622 for 1 forward split of its common stock effective July 19, 2010. Each shareholder of record on July 18, 2010 received 2.1622 new shares of the Company’s $0.001 par value stock for every one (1) old share outstanding.
	Since its inception (November 3, 2006), the Company has issued shares of its common stock as follows, retroactively adjusted to give effect to the forward splits:

			Price Per
Date	Description	Shares	Share	Amount
11/20/06	Shares issued for cash	10,811,000	$ 0.00046	$ 5,000
12/13/06	Shares issued for cash	54,055,000	0.00046	25,000
08/29/07	Shares issued for cash	30,000,525	0.00185	55,500
09/30/10	Cumulative Totals	94,866,525		$ 85,500

	Of these shares, 64,866,000 were originally issued to former directors and officers of the Company, and 30,000,525 were issued to unaffiliated investors.
	There are no preferred shares outstanding. The Company has no stock option plan, warrants or other dilutive securities.
4.	Provision for Income Taxes
	The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry forwards generated during the period from November 3, 2006 (date of inception) through September 30, 2010 of $148,459 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $52,000 were offset by the valuation allowance, which increased by $17,200 and $5,000 during the nine months ended September 30, 2010 and 2009, respectively.

11

HORIYOSHI WORLDWIDE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

September 30, 2010

(Unaudited)

	The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
	The Company has no tax positions at September 30, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2010.
5.	Due to Related Party
	As of September 30, 2010 the Company was obligated to an officer and director, who is also a stockholder, for a non-interest bearing demand loan with a balance of $35,684. The Company plans to pay the loan back as cash flows become available. Interest has not been imputed on these advances due to its immaterial impact on the financial statements.
6.	Going Concern and Liquidity Considerations
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2010, the Company had a working capital deficiency of $62,959 and an accumulated deficit of $148,459. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
	The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.
	These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
7.	Subsequent Events
	On September 1, 2010, the Company entered into a share exchange agreement with Horiyoshi the Third Limited, a Hong Kong corporation, and the shareholders of Horiyoshi the Third Limited. That agreement was subsequently amended on November 5, 2010. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common shares in the capital of Horiyoshi the Third Limited also occurred on November 5, 2010. In accordance with the closing of the amended share exchange agreement, the Company issued 30,000,000 shares of common stock to the former shareholders of Horiyoshi the Third Limited in exchange for the acquisition of all of the 10,000 issued and outstanding shares of Horiyoshi the Third Limited. 64,866,000 shares held by our president, Mitsuo Kojima, were cancelled, resulting in 60,000,525 outstanding immediately after the transaction.

12

Item 2. Management’s Discussion and Analysis or Plan of Operation

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Horiyoshi Worldwide Inc., a Nevada corporation, unless otherwise indicated.

Overview

Horiyoshi Worldwide Inc. was incorporated on November 3, 2006 in the State of Nevada, U.S.A under the name Kranti Resources, Inc. The accounting and reporting policies of our company conform to accounting principles generally accepted in the United States of America, and our company’s fiscal year end is December 31.

On June 21, 2010, we effected a 2.1622 for 1 forward stock split of our authorized and issued and outstanding stock. As a result, our authorized capital increased from 500,000,000 shares of common stock to 1,081,100,000 shares of common stock and the issued and outstanding increased from 43,875,000 shares of common stock to 94,866,525 shares of common stock, all with a par value of $0.001. In addition, on June 21, 2010, we changed our name to Horiyoshi Worldwide Inc. to better reflect the business of our company.

The name change and stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on July 19, 2010. Our CUSIP number is 440E109.

On September 1, 2010, we entered into a share exchange agreement with Horiyoshi the Third Limited, a Hong Kong corporation, and the shareholders of Horiyoshi the Third Limited. That agreement was subsequently amended on November 5, 2010. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common shares in the capital of Horiyoshi the Third Limited also occurred on November 5, 2010. In accordance with the closing of the amended share exchange agreement, we issued 30,000,000 shares of our common stock to the former shareholders of Horiyoshi the Third Limited in exchange for the acquisition, by our company, of all of the 10,000 issued and outstanding shares of Horiyoshi the Third Limited.

As a result of the reverse acquisition, Horiyoshi the Third Limited became our wholly-owned subsidiary and the former shareholders of Horiyoshi the Third Limited, became our controlling stockholders, with Lone Star Capital Corp., a Hong Kong company, holding 37.50% of our outstanding common shares and Yoshihito Nakano holding 6,000,000 shares or 9.99% of our outstanding common shares.

13

The share exchange transaction with Horiyoshi the Third Limited was treated as a reverse acquisition, with Horiyoshi the Third Limited as the acquirer and Horiyoshi Worldwide Inc. as the acquired party. Horiyoshi the Third Limited is a Hong Kong company organized on October 23, 2008, in accordance with the Companies Ordinance (Chapter 32) (Hong Kong).

As a result of our reverse acquisition of Horiyoshi the Third Limited, we have assumed the business and operations of Horiyoshi the Third Limited, which is engaged in the business of fashion apparel design and production house.

The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Horiyoshi the Third Limited is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. Given the reverse acquisition nature of the transaction and that it occurred following the interim period ended September 30, 2010, the following management discussion and analysis for the interim period ended September 30, 2010 will provide little value to the reader in regards to our current operations.

Since incorporation we have been a development stage company with the intention to engage primarily in the acquisition, exploration and development of resource properties. To the closing of the acquisition of Horiyoshi the Third Limited, our company’s activities have been limited to our formation, the raising of equity capital, and our mining exploration work program.

Plan of Operation

Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

As at September 30, 2010, we had not been successful in our business operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity.

As of the closing date of our amended share exchange agreement with Horiyoshi the Third Limited on November 5, 2010, we have adopted the business of fashion apparel design and production house. Our business is currently carried on exclusively through our wholly owned subsidiary, Horiyoshi the Third Limited. Currently, our principal activities are the design and production of the “Horiyoshi collection” a high-end clothing and accessories product line based on the artistry of world renowned Japanese Tattoo Master Horiyoshi III. The business and product line was established to capitalize on the multi-generational legacy of Horiyoshi III by offering affluent consumers a unique, high-end collection of knit-wear, t-shirts, and personal accessories. To date all Horiyoshi products have been produced in Japan, and on a limited run basis to ensure the exclusivity of the brand and artwork. The collections are distributed at luxury boutique retailers and department stores worldwide.

Once we have established strong brand recognition and demand, and sufficiently diversified and stable distribution channels, we intend to leverage our strong brand name and image in order to diversify our apparel product offerings and increase our presence in retail markets worldwide. We also intend to broaden our customer base by introducing select products at lower prices than our luxury apparel products, such as luxury beauty and lifestyle products. Such expansion will depend on our ability to develop infrastructure necessary for larger and more diverse production, or to selectively license or cross-license our intellectual property to third party producers. Any such infrastructure expansion or licensing arrangement will be preconditioned on appropriate minimum sales commitments, our ability to preserve the design and quality of the products manufactured, and our ability to control the manner in which such products are advertised, marketed, and distributed.

14

Results of Operations

Three months ended September 30, 2010 compared to three months ended September 30, 2009.

		Three months			Three months
		ended			ended
		September 30,			September 30,
		2010			2009
Revenue	$	Nil		$	Nil
Operating Expenses	$	32,487		$	2,255
Net Income (Loss)	$	(32,476	)	$	(2,255	)

Expenses

Our operating expenses for the three month periods ended September 30, 2010 and September 30, 2009 are outlined in the table below:

		Three months		Three months
		ended		ended
		September 30,		September 30,
		2010		2009
General and Administrative Expenses	$	356	$	15
Mining Expenses	$	Nil	$	Nil
Professional Fees	$	32,131	$	2,240

Operating expenses for the three months ended September 30, 2010 increased by $29,891 as compared to the comparative period in September 30, 2009 primarily as a result of increased expenses associated with our recent acquisition of Horiyoshi the Third Limited.

Nine months ended September 30, 2010 compared to nine months ended September 30, 2009.

		Nine months			Nine months
		ended			ended
		September 30,			September 30,
		2010			2009
Revenue	$	Nil		$	Nil
Operating Expenses	$	48,916		$	13,755
Net Income (Loss)	$	(48,889	)	$	(13,751	)

Expenses

Our operating expenses for the nine month periods ended September 30, 2010 and September 30, 2009 are outlined in the table below:

		Nine months		Nine months
		ended		ended
		September 30,		September 30,
		2010		2009
General and Administrative Expenses	$	519	$	88
Mining Expenses	$	Nil	$	Nil
Professional Fees	$	48,397	$	13,667

Operating expenses for the nine months ended September 30, 2010 increased by $34,730 as compared to the comparative period in September 30, 2009 primarily as a result of increased expenses associated with our recent acquisition of Horiyoshi the Third Limited.

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Liquidity and Capital Resources

Working Capital

		As at			As at
		September 30, 2010			December 31, 2009
Current Assets	$	Nil		$	53
Current Liabilities	$	62,959		$	14,123
Working Capital	$	(62,959	)	$	(14,070	)

Cash Flows
		Nine months Ended			Nine months Ended
		September 30, 2010			September 30, 2009
Net cash used in operations	$	(23,314	)	$	(15,341	)
Net cash used in investing activities	$	Nil		$	Nil
Net cash provided by financing activities	$	23,261		$	5,510
Increase (decrease) In Cash	$	(53	)	$	(9,831	)

Our net cash used by operating activities for the nine months ended September 30, 2010 was $23,314 compared with $15,341 for the nine months ended September 30, 2009. Our management believes that we will need additional funding in order to meet our operating expenses.

Off Balance Sheet Arrangements

As of September 30, 2010, there were no off balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared assuming that our company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2010, our company had a working capital deficiency of $62,959 and an accumulated deficit of $148,459. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.

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Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $0 and $53 in cash and cash equivalents at September 30, 2010 and December 31, 2009, respectively.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Mineral Acquisition and Exploration Costs

The Company had been in the exploration stage since its formation on November 3, 2006 and has not realized any revenue from its planned operations. It has been primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs were expensed as incurred.

Net Income or (Loss) Per Share of Common Stock

The Company has adopted FASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2010			2009			2010			2009
Net loss	$	(32,476	)	$	(2,255	)	$	(48,889	)	$	(13,751	)
Weighted average common shares outstanding (Basic)		94,866,525			94,866,525			94,866,525			94,866,525
Options		-			-			-			-
Warrants		-			-			-			-
Weighted average common shares outstanding (Diluted)		94,866,525			94,866,525			94,866,525			94,866,525
Net loss per share (Basic and Diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of shareholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

The Company has realized $27 in exchange gains from inception (November 3, 2006) to September 30, 2010.

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (November 3, 2006) to September 30, 2010, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (November 3, 2006) to September 30, 2010.

Recently Issued Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2010, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 1, 2010, we entered into a share exchange agreement with Horiyoshi the Third Limited and the shareholders of Horiyoshi the Third Limited. The share exchange agreement was subsequently amended on November 5, 2010. The closing of the transactions contemplated in the amended share exchange agreement and the acquisition of all the issued and outstanding common shares in the capital of Horiyoshi the Third Limited also occurred on November 5, 2010. In accordance with the closing of the amended share exchange agreement, we issued 30,000,000 shares of our common stock to the former shareholders of Horiyoshi the Third Limited in exchange for the acquisition, by our company, of all of the 10,000 issued and outstanding shares of Horiyoshi the Third Limited. The shares were issued to three shareholders in reliance upon Regulation S, to non-US persons, in an off-shore transaction, as such terms are defined in Regulation S.

Item 3. Defaults upon Senior Securities

None.

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Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description of Exhibit
Number
(3)	Articles of Incorporation and Bylaws
3.1	Certificate of Amendment filed with the Nevada Secretary of State on June 17, 2010, effective June 21, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on July 20, 2010).
(10)	Material Contracts
10.1	Share Exchange Agreement among the company, Horiyoshi the Third Limited and the Shareholders of Horiyoshi the Third Limited dated September 1, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on September 3, 2010).
10.2	Amendment to Share Exchange Agreement dated November 5, 2010 with Horiyoshi the Third Limited. (Incorporated by reference from our Current Report on Form 8-K filed on November 8, 2010).
10.3	Mineral Claim Purchase Agreement by and between the Registrant and Beeston Enterprises Ltd. dated January 18, 2007. (Incorporated by reference from exhibit 10.1 of our Registration Statement on Form SB-2 filed on April 13, 2007).
10.4	Mineral Claim Purchase Agreement amendment by and between the Registrant and Beeston Enterprises Ltd. dated February 11, 2010. ( Incorporated by reference from exhibit 10.1 of our Current Report on Form 8-K filed on February 12, 2010).
10.5	License Agreement dated September 17, 2008 between Horiyoshi III Worldwide Ltd. and Stone Corporation Inc. (Incorporated by reference from our Current Report on Form 8-K filed on November 8, 2010).
10.6	Share Cancellation Agreement dated November 5, 2010 with Mitsuo Kojima. (Incorporated by reference from our Current Report on Form 8-K filed on November 8, 2010).
(31)	Section 302 Certification
31.1*	Section 302 Certification of Principal Executive Officer.
31.2	Section 302 Certification of Principal Financial Officer and Principal Accounting Officer.
(32)	Section 906 Certification
32.1*	Section 906 Certification of Principal Executive Officer Principal Executive Officer.
32.2*	Section 906 Certification of Principal Financial Officer and Principal Accounting Officer.

* Filed herewith

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Horiyoshi Worldwide Inc.
Date:	November 19, 2010
By:	/s/ “Mitsou Kojima”
	Mitsuo Kojima
Title:	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Date:	November 19, 2010
By:	/s/ “Ray Catroppa”
	Ray Catroppa
Title:	Chief Financial Officer and Secretary
	(Principal Financial Officer and
	Principal Accounting Officer)

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