UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2009~~2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

ASPIRE JAPAN, INC.

(Exact name of registrant as specified in Charter

Delaware		000-51193		20-8326081
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

5757 W. Century Blvd., Suite 700

Los Angeles, CA 90045

(Address of Principal Executive Offices)

_______________

(310) 348-7255

(Issuer Telephone number)

_______________

(Former Name or Former Address 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o 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 o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of ~~December~~June 219, ~~2009~~2010: 7,854,150 shares of Common Stock.

ASPIRE JAPAN, INC.

FORM 10-Q

~~October 31~~April 30, ~~2009~~2010

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1311
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1615
Item 4T.	Control and Procedures	16
PART II--OTHER INFORMATION
Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

SIGNATURE

Item 1. Financial Information

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
	October 31,			January 31,
	April 30,			January 31,
	2009			2009
	2010			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	12,~~044~~011		$	~~712~~388
Prepaid expenses		11,638			-
Prepaid expense		197			545
TOTAL CURRENT ASSETS		122,~~682~~208			~~712~~933
OTHER ASSETS
Deposits		475			-475
TOTAL ASSETS	$	132,~~157~~683		$	~~712~~1,408
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2027,~~398~~633		$	4120,~~973~~353
Accrued interest		93114,~~319~~340			5197,~~854~~447
Accrued interest - related party		19,~~012~~890			89,~~086~~167
Accrued severance		1,442,317			1,442,317
Judgement payable		1,070,034			1,049,719
Note payable		381,053			197,403
Severance payable		236,730			236,730
Loan payable -related party		-			57,452
Notes payable		370,206			370,206
TOTAL CURRENT LIABILITIES		1,938,099			1,799,085
Loans payable -related party		30,183			21,093
LONG TERM LIABILITIES
TOTAL CURRENT LIABILITIES		1,859,016			1,804,715
Note payable		-			40,135
TOTAL LIABILITIES		1,938,099			1,839,220
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Preferred Stock - Par value $.001;
Authorized: 50,000,000
Issued and Outstanding: none		-			-
Common Stock - Par value $0.001;
Authorized: 100,000,000
Issued and Outstanding:7,854,150 and 7,854,150 respectively		7,854			7,854
Additional Paid-In Capital		1,~~656~~701,896			1,~~589~~679,396
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
Accumulated Deficit during development stage		(3,~~584~~561,~~614~~005	)		(3,~~430~~485,~~680~~479	)
Total Stockholders' Deficit		(1,~~924~~856,~~942~~333	)		(1,~~838~~803,~~508~~307	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	132,~~157~~683		$	~~712~~1,408

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

-1-

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
							For the period						~~For the period~~
	For the Three Months Ended October 31,						For the Nine Months Ended October 31,						February 2, 2005 (inception) to
							February 2, 2005
	2009			2008			2009			2008			October 31, 2009
	For the Three Months Ended April 30,						(inception) to
Revenue	$	-		$	-		$	-		$	-		$	-
	2010			2009			April 30, 2010
Operating Expenses
Revenue	$	-		$	-		$	-
Professional Fees		8,355			12,884			32,076			61,391			363,127
Operating Expenses
Marketing Expenses		-			-			-			-			156,562
Professional Fees		11,521			126			384,838
Consulting Fees		-			15,000			-			45,000			206,510
Marketing Expenses		-			-			156,562
Compensation Expense		22,500			22,500			67,500			67,500			438,531
Consulting Fees		-			-			216,510
Severance Expense		-			-			-			322,889			1,472,317
Compensation Expense		22,500			22,500			483,531
General and administrative		1,713			6,882			5,821			84,677			883,166
Severance Expense		20,315			-			1,336,764
Total Operating Expenses		32,568			57,266			105,397			581,457			3,520,213
General and administrative		3,457			995			892,779
Loss from Operations		(32,568	)		(57,266	)		(105,397	)		(581,457	)		(3,520,213	)
Total Operating Expenses / (Income)		57,793			23,621			3,470,984
Interest Income		-			-			-			12			2,630
Income / (Loss) from Operations		(57,793	)		(23,621	)		(3,470,984	)
Foreign Currency Transaction Loss		(1,071	)		(912	)		(3,620	)		(839	)		(6,163	)
Interest Income		-			-			2,631
Gain on liquidated damages		-			-			-			.			84,949
Foreign Currency Transaction Loss		(117	)		(2	)		(6,976	)
Interest Expense		(16,941	)		(11,809	)		(44,917	)		(48,952	)		(145,817	)
Gain on liquidated damages		-			-			84,949
Total Other Income/Expense		(18,012	)		(12,721	)		(48,537	)		(49,779	)		(64,401	)
Interest Expense		(17,616	)		(12,231	)		(170,625	)
Provision for Income Taxes		-			-			-			-			-
Total Other Income/(Expense)		(17,733	)		(12,233	)		(90,021	)
Net Loss		(50,580	)		(69,987	)		(153,934	)		(631,236	)		(3,584,614	)
Provision for Income Taxes		-			-			-
Other Comprehensive Income / (Loss)
Net Loss		(75,526	)		(35,854	)		(3,561,005	)
Other Comprehensive Income		-			-			-			-			-
Other Comprehensive Income / (Loss)
Foreign Currency Translation Loss		-			(655,199	)					(655,138	)		(5,078	)
Other Comprehensive Income		-			-			61
Comprehensive Loss	$	(50,580	)	$	(725,186	)	$	(153,934	)	$	(1,286,374	)	$	(3,589,692	)
Foreign Currency Translation Loss		-			-			(5,139	)
Net Loss Per Share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.08	)
Comprehensive Loss	$	(75,526	)	$	(35,854	)	$	(3,566,083	)
Weighted average number of shares outstanding during the period - basic and diluted		7,854,150			7,854,150			7,854,150			7,820,847
Net Loss Per Share - basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		7,854,150			7,854,150
during the period - basic and diluted

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

-2-

~~Aspire Japan, Inc.~~	Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (February 2, 2005) through October 31, 2009
From inception (February 2, 2005) through April 30, 2010
(Unaudited)
												Accumulated
		Preferred Stock				Common Stock				Additional		Deficit During			Other ~~Comprehensive~~			Total
		Shares		Par		Shares		Par		Paid In Capital		Development Stage			Comprehensive Income (Loss)			~~TotalEquity~~Equity / (Deficit)
Stock Issued in exchange
of incorporation expenses
February 2, 2005			-	$	-		100,000	$	100	$	-	$	-		$	-		$	100
Net Loss for the period
February 2, 2005 (inception)
to January 31, 2006													(2,225	)		-			(2,225	)
Balance, January 31, 2006			-		-		100,000		100		-		(2,225	)		-			(2,125	)
Stock Issued for cash on
September 15, 2006 at $0.001
per share from private placement			-		-		6,700,000		6,700		-		-			-			6,700
Stock Issued for cash on
November 6, 2006 at $1.00			-		-		275,000		275		274,725		-			-			275,000
per share from private placement
In Kind contribution			-		-		-		-		7,000		-			-			7,000
Net Loss			-		-		-		-		-		(37,393	)		-			(37,393	)
Balance, January 31, 2007			-		-		7,075,000		7,075		281,725		(39,618	)		-			249,182
Stock Issued for cash on
April 16, 2007 at $1.00
per share from private placement			-				20,000		20		19,980		-			-			20,000
Stock Issued for cash on
April 18, 2007 at $1.00
per share from private placement			-				10,000		10		9,990		-			-			10,000
Stock Issued for cash on
April 19, 2007 at $1.00
per share from private placement			-				15,000		15		14,985		-			-			15,000
Stock Issued for cash on
April 20, 2007 at $1.00
per share from private placement			-				30,000		30		29,970		-			-			30,000
Stock Issued for cash on
April 25, 2007 at $1.00
per share from private placement			-				260,000		260		259,740		-			-			260,000
Stock Issued for cash on
April 26, 2007 at $1.00
per share from private placement			-				100,000		100		99,900		-			-			100,000
Stock Issued for services in
April 2007 at $1.00			-				100,000		100		99,900					-			100,000
Stock Issued in exchange
for legal expenses
June 30, 2007 at $1.00			-				50,000		50		49,950		-			-			50,000
In Kind contribution			-				-		-		51,000		-			-			51,000
Net Loss for the year			-				-		-		-		(2,108,895	)		-			(2,108,895	)
ended January 31, 2008
Other Comprehensive Income			-				-		-		-		-			(5,139	)		(5,139	)
Other Comprehensive Income / (loss)			-				-		-		-		-			(5,139	)		(5,139	)
Total Comprehensive Loss																			(2,114,034	)
Balance, January 31, 2008			-		-		7,660,000		7,660		917,140		(2,148,513	)		(5,139	)		(1,228,852	)
In Kind contribution			-		-		-		-		90,000		-			-			90,000
Converison on notes payable
and accrued interest to
common stock at $3.00 per share			-		-		194,150		194		582,256		-			-			582,450
Net Loss for the year
ended January 31, 2009			-		-		-				-		(1,282,167	)					(1,282,167	)
Other Comprehensive Income																61			61
Total Comprehensive Loss																			(1,282,106	)
Balance January 31, 2009			-	$	-		7,854,150	$	7,854	$	1,589,396	$	(3,430,680	)	$	(5,078	)	$	(1,838,508	)
In Kind contribution			-		-		-		-		6790,~~500~~000		-			-			6790,~~500~~000
Net Loss for the nine months
Net Loss for the year ended
ended October 31, 2009			-		-		-				-		(153,934	)					(153,934	)
January 31, 2010			-		-		-				-		(54,799	)					(54,799	)
Other Comprehensive Income																			-
Total Comprehensive Loss																			(~~153~~54,~~934~~799	)
Balance October 31, 2009			-	$	-		7,854,150	$	7,854	$	1,656,896	$	(3,584,614	)	$	(5,078	)	$	(1,924,942	)
Balance January 31, 2010			-	$	-		7,854,150	$	7,854	$	1,679,396	$	(3,485,479	)	$	(5,078	)	$	(1,803,307	)
In Kind contribution			-		-		-		-		22,500		-			-			22,500
Net Loss for the quarter ended
April 30, 2010			-		-		-				-		(75,526	)					(75,526	)
Other Comprehensive Income																			-
Total Comprehensive Loss																			(75,526	)
Balance April 30, 2010			-	$	-		7,854,150	$	7,854	$	1,701,896	$	(3,561,005	)	$	(5,078	)	$	(1,856,333	)

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

-3-

Aspire Japan, Inc. (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)




							For the period
							February 2, 2005
	For The Three Montrhs Ended April 30,						(inception) to
	2010			2009			April 30, 2010


Cash Flows From Operating Activities:
Net Loss	$	(75,526	)	$	(35,854	)	$	(3,561,005	)

Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		22,500			22,500			260,500
Stock issued for incorporation expense		-			-			100
Stock issued for services		-			-			150,000
Impairment of property and equipment		-			-			2,388
Depreciation		-			-			2,429
Changes in operating assets and liabilities:
Increase in Deposits		-			(475	)		(475	)
(Increase)/Decrease in Prepaid Expenses		348			(3,647	)		(197	)
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		7,280			(10,264	)		27,633
Increase in Accrued Interest		16,893			12,232			154,217
Increase in accrued interest - related party		723			-			9,890
Increase in Accrued judgement		20,315			-			1,070,034
Increase in accrued severance		-			-			236,730

Net Cash (Used In) Operating Activities		(7,467	)		(15,508	)		(1,647,756	)

Cash Flows From Investing Activities:
Cash paid for Property, Plant, & Equipment		-			-			(4,817	)

Net Cash Used In Investing Activities		-			-			(4,817	)

Cash Flows From Financing Activities:
Proceeds from Note Payable		-			51,623			943,175
Repayment of Note Payable		-						(30,396	)
Repayment of Note Payable - related party		(8,500	)		-			(672,260	)
Proceeds from Note Payable - related party		17,590			15,010			702,443
Proceeds from Common Stock issuance		-			-			716,700

Net Cash Provided by Financing Activities		9,090			66,633			1,659,662

Net Increase in Cash		1,623			51,125			7,089

Effect of Exchange Rate on Cash		-			-			(5,078	)

Cash at Beginning of Period		388			712			-

Cash at End of Period	$	2,011		$	51,837		$	2,011

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	5,951

Cash paid for taxes	$	-		$	-		$	-

In March 2008 the Company converted a total of $542,573 of notes payable and accrued interest of $39,877 into 194,150 shares of common stock.

							For the period
							February 2,
	For The Nine Months ended October 31,						2005 (inception) to
	2009			2008			October 31, 2009
Cash Flows From Operating Activities:
Net Loss	$	(153,934	)	$	(631,236	)	$	(3,584,614	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		67,500			67,500			215,500
Stock issued for incorporation expense		-			-			100
Stock issued for services		-			-			150,000
Impairment of property and equipment		-			-			2,388
Depreciation		-			1,199			2,429
Changes in operating assets and liabilities:
(Increase)/Decrease in Deposits		(475	)		8,137			(475	)
(Increase)/Decrease in Prepaid Expenses		(11,638	)		2,726			(11,638	)
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		(21,575	)		682,585			20,398
Increase/ (Decrease) in Accrued Interest		34,391			47,869			134,208
Increase in advances		-			84,949			-
Increase in Accrued Severance		-			312,889			1,442,317
Net Cash Provided by (Used In) Operating Activities		(85,731	)		576,618			(1,629,387	)
Cash Flows From Investing Activities:
Cash paid for Property, Plant, & Equipment		-			-			(4,817	)
Net Cash Used In Investing Activities		-			-			(4,817	)
Cash Flows From Financing Activities:
Cash overdraft		-			197			-
Proceeds from Note Payable		143,515			85,950			923,626
Repayment of Note Payable - related party		(77,462	)		(265,474	)		(594,966	)
Proceeds from Note Payable - related party		20,010			230,044			594,966
Proceeds from Common Stock issuance		-			-			716,700
Net Cash Provided by Financing Activities		86,063			50,717			1,640,326
Net Increase in Cash		332			627,335			6,122
Effect of Exchange Rate on Cash		-			(655,138	)		(5,078	)
Cash at Beginning of Period		712			27,884			-
Cash at End of Period	$	1,044		$	81		$	1,044
Supplemental disclosure of cash flow information:
Cash paid for interest	$	10,145		$	516		$	516
Cash paid for taxes	$	-		$	-		$	-

($3.00 per share)

InThe ~~March 2008~~accompanying ~~the Company converted a total of $542,573 of~~ notes ~~payable~~are ~~and~~an ~~accrued interest~~integral ofpart ~~$39,877 into 194,150 shares~~ of ~~common~~these ~~stock.~~unaudited ~~($3.00 per~~condensed financial ~~share)~~statements.

~~The accompanying notes are an integral part of these condensed unaudited financial statements.~~4

-4-

Aspire Japan, Inc.

(a development stage company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of ~~OCTOBER~~April 3130, ~~2009~~2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

ASPIRE JAPAN, INC. (f/k/a Dream Media, Inc.) (“the Company”) was incorporated on February 2, 2005 in the State of Delaware. In September 2006, the Company became actively engaged in raising capital in order to implement its business plan to deliver products from American sources directly to the Japanese consumer in the form of mail-order business. In August 2008, after accumulating over $2 million, the Company decided to abandon the mail-order business. Then, the Company entered into the Intellectual Property Rights Trading Business. In August 2008, the Company was unsuccessful in a business transaction for the Intellectual Property Rights Trading. The Company still intends to generate revenue and profits with the Intellectual Property Rights Trading Business at this point. The Company has not had any significant operations or activities from inception; accordingly, the Company is deemed to be in the development stage.

~~Basis~~The accompanying unaudited condensed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended April 30, 2010 are not necessarily indicative of results that may be expected for the year ending January 31, 2011. The condensed financial statements are presented on the accrual basis. ~~Presentation~~

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Use of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent 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 results.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605 - Revenue Recognition in Financial Statements. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Cash and Cash Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawal restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet.

The Company maintains a portion of its deposits in a financial institution that insures its deposits with the FDIC insurance up to $250,000 per depositor and deposits in excess of such insured amounts represent a credit risk to the Company. At ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~2010 the Company had $0 in cash that was uninsured. In addition, at ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~2010, the Company had total cash of $~~567~~117 and $138, respectively in a Japanese bank which is uninsured.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of ~~five years~~property and equipment.

Advertising Costs

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the three ~~and~~month ~~nine~~ended April ~~months~~30, ~~ended~~2010 ~~October~~and ~~31,~~ 2009 and ~~2008 and~~ the period February 2, 2005 (Inception) to ~~October 31~~April 30, ~~2009~~2010 amounted to $0, $0, ~~$0, $0~~ and $156,562 respectively.

Reclassification of Prior Period Accounts

Certain amounts from prior periods have been reclassified to conform to the current year presentation.

-5-

Going Concern

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss of $3,~~584~~561,~~614~~005 from inception, a working capital deficiency of $1,~~925~~856,~~417~~808 and a stockholders’ ~~deficiency~~deficit of $1,~~924~~856,~~942~~333 as of ~~October~~April 3130, ~~2009~~2010 and used cash in operations of $1,~~629~~647,~~387~~756 from inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital and establish probable or proven reserves. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Stock Compensation

The Company follows FASB Accounting Standards Codification No. 718 – Compensation – Stock Compensation for share based payments to employees. The Company follows FASB Accounting Standards Codification No. 505 for share based payments to Non-Employees.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, loans and notes payable, and loans payable-related party and they approximate fair value due to the relatively short period to maturity for these instruments.

Foreign Currency Translation

The functional currency of the Company is the United States Dollar. The financial statements of the Company are translated to United States dollars using year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and stockholders’ equity as other comprehensive income (loss).

Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under FASB Accounting Standards Codification No. 260 - Earnings Per Share. Diluted EPS reflects the potential dilution of securities that could share in the earnings. As of ~~October~~April 3130, ~~2009~~2010 and ~~2008~~2009 there were no common share equivalents outstanding.

Recent Accounting Pronouncements

In ~~June~~ October 2009, the ~~FASB issued~~ Financial Accounting Standards ~~Codification~~Board ~~No.~~(“FASB”) ~~860~~issued ~~– Transfers~~an ~~and~~Accounting ~~Servicing.~~Standard ~~FASB~~Update ~~ASC~~(“ASU”) No. 2009-13, ~~860~~which ~~improves~~addresses the ~~relevance, representational~~accounting ~~faithfulness,~~for ~~and~~multiple-deliverable ~~comparability~~arrangements ofto ~~the~~enable ~~information~~vendors ~~that~~to ~~a reporting~~account ~~entity~~for ~~provides~~products inor ~~its~~services ~~financial~~separately ~~statements~~rather ~~about~~than as a ~~transfer~~combined ~~of financial~~unit ~~assets;~~and modifies the ~~effects~~manner ofin awhich ~~transfer~~the ontransaction ~~its~~consideration ~~financial~~is ~~position,~~allocated ~~financial performance,~~across ~~and~~the ~~cash~~separately ~~flows;~~identified ~~and~~deliverables. aThe ~~transferor’s~~ASU ~~continuing~~significantly ~~involvement,~~expands ifthe ~~any, in~~disclosure ~~transferred~~requirements ~~financial~~for ~~assets.~~multiple-deliverable ~~FASB~~revenue ~~ASC No~~arrangements. ~~860~~The isASU ~~effective~~will asbe ofeffective for the ~~beginning~~ ~~of each reporting entity’s~~ first annual reporting period ~~that~~beginning ~~begins after~~on ~~November~~or after June 15, ~~2009~~2010, and may be applied retrospectively for ~~interim~~all periods ~~within~~presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that ~~first~~the ~~annual~~guidance ~~reporting period~~is ~~and~~retroactively ~~for~~applied ~~interim~~to ~~and~~the ~~annual~~beginning ~~reporting~~of ~~periods~~the ~~thereafter~~year of adoption. The Company ~~is evaluating~~does ~~the~~not ~~impact~~expect the adoption of ~~FASB~~ASU ~~ASC~~ No. ~~860~~2009-13 ~~will~~to have any effect on its financial statements upon its required adoption on January 1, 2011.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 810 – Consolidation. FASB ASC No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 810 will have on its financial statements.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 105-GAAP. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC No. 105. All other accounting literature not included in the Codification is nonauthoritative. The Adoption of FASB ASC No. 105 did not have an impact on our financial statements.

-6-

NOTE 2 - PROPERTY AND EQUIPMENT

During the three ~~and nine~~ months ended ~~October~~April 3130, ~~2008~~2010 and 2009, and the period February 2, 2005 (Inception) to ~~October~~April 3130, ~~2009~~2010 the Company recorded depreciation expense of $~~399~~0, $~~1,199~~0 and $2,429 respectively. As of January 31, 2009 the Company deemed all computers impaired and recorded an impairment expense of $2,388. The Company has not purchased any new property or equipment through April 30, 2010.

~~NOTE 3 – ACCRUED SEVERANCE~~6

~~In January~~NOTE ~~2008~~3 ~~the~~– ~~Company~~JUDGEMENT ~~entered~~PAYABLE ~~into~~/ aACCRUED separation agreement with its former President and Chief Executive Officer. The Company agreed to pay him a total of $230,000. The payment terms are as follows $30,000 monthly beginning January 31, 2008 and a final payment of $50,000 payable July 31, 2008. As of January 31, 2009 the Company paid a total of $30,000 and is currently in default of the agreement. In February 2009 the former President and Chief Executive Officer filed a law suit against the Company and the current President and Chief Executive Officer claiming total damages of $1,205,587. At this time the company has not answered such complaint and is currently considering its options. During the year ended January 31, 2009 the Company accrued additional severance expenses of $1,005,587 in accordance with the default under the settlement agreement. As of October 31, 2009 the former President and Chief Executive officer is owed a total of $1,205,587. SEVERANCE

In ~~December 2007~~ January 2008 the Company ~~terminated~~entered into a separation agreement with its ~~Executive~~former ~~Vice-~~President and Chief Executive Officer. The Company agreed to pay him a total of $230,000. The payment terms are as follows $30,000 monthly beginning January 31, 2008 and a final payment of $50,000 payable July 31, 2008. As of ~~December~~April ~~2008~~30, 2010 the Company ~~has~~paid ~~not~~a ~~entered~~total ~~into any~~of ~~settlement~~ $30,000 and is currently in default of the agreement. ~~with~~In February 2009 the former President and Chief Executive ~~Vice-~~Officer filed a law suit against the Company and the current President and ~~has recorded~~ Chief Executive Officer claiming total damages of $1,205,587. During the year ended January 31, 2009 the Company accrued additional severance expenses of $1,005,587 in accordance with the default under the settlement agreement. On May 18, 2009 the former President and Chief Executive Officer obtained a default judgment in the amount of $~~236~~1,~~730~~049,719 ~~pursuant~~which toincludes the ~~terms~~money award amount, prejudgement interest of ~~his~~ ~~employment~~9%, ~~agreement~~post judgement interest of 9% through April 30, 2010, attorney fees, and other costs and disbursements. The Judgment accrues interest at a rate of 9% per anuum. As of April 30, 2010 the former President and Chief Executive officer is owed a total of $1,070,034.

In December 2007 the Company terminated its Executive Vice-7President. As of April 30, 2010 the Company has not entered into any settlement agreement with the former Executive Vice-President and has recorded accrued severance in the amount of $236,730 pursuant to the terms of his employment agreement.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the year ending January 31, 2007, the Company received $101,680 from a related party officer and director. The amount iswas due in July 2007 and bears interest of 6% per annum. During the year ended January 31, 2008, the Company received $5,835 from a related party officer and director. The amount was due on demand and bears interest of 6% per annum. During the year ended January 31, 2008, the Company repaid $105,326 of the note payable to the related party officer and director. During the year ended January 31, 2007, the Company received a loan of $203,602 from a related party officer and director. This amount bears interest at a rate of 10% per annum and was payable anytime before March 24, 2008. During the year ended January 31, 2008, the Company repaid $134,204 of the note payable to the related party officer and director. During the year ended January 31, 2009 the Company borrowed an additional $263,839 and repaid a total of $277,974 of notes payable to the related party officer and director. (See Note 6).

During the year ended January 31, ~~2008~~2010, the Company received $5111,~~835~~897 and repaid a total of $148,256 from a related party officer and director. The amount is due on demand and bears interest of 610% per annum. (See Note 6).

~~During the~~As ~~year~~of ~~ended~~April 30, 2010 and January 31, ~~2008,~~2010 the ~~Company~~related ~~repaid~~party officer and director is owed a total of $~~105~~30,~~326~~183 and $21,093, respectively and accrued interest of ~~the~~$693 ~~note~~and ~~payable to~~$9,167, respectively. The Company recorded interest expense during the ~~related~~three ~~party~~months ~~officer~~ended April 30, 2010 and ~~director.~~2009 of $693 and $1,806 respectively (See Note 6).

During the year ended January 31, 2007, the Company received a loan of $203,602 from a related party officer and director. This amount bears interest at a rate of 10% per annum and is payable anytime before March 24, 2008. (See Note 6).

During the year ended January 31, 2008, the Company repaid $134,204 of the note payable to the related party officer and director. (See Note 6).

During the year ended January 31, 2009 the Company borrowed an additional $263,839 and repaid a total of $277,974 of notes payable to the related party officer and director. (See Note 6).

During the nine months ended October 31, 2009, the Company received $20,010 and repaid a total of $77,462 from a related party officer and director. The amount is due on demand and bears interest of 10% per annum. (See Note 6).

As of October 31, 2009 and January 31, 2009 the related party officer and director is owed a total of $0 and $57,452, respectively and accrued interest of $1,012 and $8,086, respectively. The Company recorded interest expense during the three and nine months ended October 31, 2009 and 2008 of $381, $1,032, $3,452 and $7,308 respectively (See Note 6).

NOTE 5 - INTELLECTUAL PROPERTY RIGHTS SALES AGREEMENT

On August 13, 2008, ~~the~~we ~~Company~~ entered into an Intellectual Property Rights Sales Agreement (the “Eiwa Agreement”) with Eiwa Kokudo Kankyo, Inc. (“Eiwa”). Pursuant to the Eiwa Agreement, ~~the~~we ~~Company~~ agreed to pay approximately $5,454,545 (equal to 600 Million YEN) to Eiwa for the Intellectual Property of the Aqua-make system. In addition, ~~the~~we are ~~Company is~~ entitled to sell the rights of this Intellectual Property to the third party upon signing the agreement. Pursuant to the agreement the Company entered into an agreement with EIWA to pay the purchase price in the following manner:

1. August 29, 2008, 50 Million Japanese Yen (Approximately $454,545)

1.	August 29, 2008, 50 Million Japanese Yen (Approximately $454,545)

2.	September 12, 2008, 50 Million Japanese Yen (Approximately $454,545)

2. September 12, 2008, 50 Million Japanese Yen (Approximately $454,545)

3.	September 30, 2008, 200 Million Japanese Yen (Approximately $1,818,182)

4.	January 31, 2009, 300 Million Japanese Yen (Approximately $2,727,273)

3.On ~~September~~November 3027, 2008, ~~200~~we ~~Million~~notified ~~Japanese~~Eiwa that ~~Yen~~we ~~(Approximately~~were $1unilaterally canceling the agreement. We have not made any payments and we are in default under the payment terms of the agreement. If Eiwa does not agree to cancel the agreement,~~818~~ we might be required to make the payments as per the agreement. To date,~~182)~~ we are not aware of Eiwa pursuing any remedies associated with the cancellation. It is very possible that we will incur a material liability as a result of this cancelled agreement if Eiwa pursues legal remedies.

4The reason no liability has been recorded for the cancelled purchase agreement with Eiwa is because we have not recorded any amounts due under the intangible purchase agreement as no property has been received – we do not receive the IP until all payments have been made. ~~October~~Since ~~31,~~no ~~2008,~~payments ~~300~~have ~~Million~~been ~~Japanese~~made ~~Yen~~and ~~(Approximately~~no $2property has been received,~~727,273)~~ this is disclosed as a commitment only.

~~On November~~Thereafter, 27on August 15, 2008, ~~the~~we ~~Company~~entered ~~notified~~into ~~Eiwa that~~an itIntellectual ~~was~~Property ~~canceling~~Rights Sales Agreement with Global Investment Service, Inc. (“GIS”) to sell the ~~agreement~~ Intellectual Property of the Aqua-make system to GIS for $14,545,455 (equal to 1.6 ~~The~~Billion ~~Company has~~YEN). Pursuant ~~not~~to ~~made~~the ~~any~~GIS ~~payments~~Agreement, ~~and~~we ishave the right of first refusal to buy Intellectual Property back from GIS in ~~default~~the ~~under~~ event that GIS agrees to sell the ~~payment~~intellectual ~~terms~~property within three years from August 15, 2008 by issuing 3.2 million shares of ~~the~~our ~~agreement~~common stock. IfWe ~~Eiwa~~also ~~doesn’t~~need to agree to ~~cancel~~ purchase the ~~agreement~~Intellectual Property to exercise the buy back option. As part of such conditions, we have agreed ~~might~~not beto ~~required~~split toour ~~make~~stock for the ~~payments~~next asthree ~~per~~years. Pursuant to the agreement., GIS entered into a note with us to pay the purchase price in the following manner:

On August 15, 2008, the Company entered into an Intellectual Property Rights Sales Agreement with Global Investment Service, Inc. (“GIS”) to sell the Intellectual Property of the Aqua-make system to GIS for $14,545,455 (equal to 1.6 Billion YEN). Pursuant to the GIS Agreement, the Company has the right of first refusal to buy the Intellectual Property back from GIS in the event that GIS agrees to sell the intellectual property within three years from August 15, 2008 by issuing 3.2 million shares of our common stock. The Company also needs to agree to purchase the Intellectual Property to exercise the buy back option. As part of such conditions, the Company has agreed not to split their stock for the next three years. Pursuant to the agreement, GIS entered into a note with the Company to pay the purchase price in the following manner:7

1. August 29, 2008, 200 Million Japanese Yen (Approximately $1,818,182)

1.	August 29, 2008, 200 Million Japanese Yen (Approximately $1,818,182)

2.	September 30, 2008, 400 Million Japanese Yen (Approximately $3,636,354)

23. ~~September~~January 3031, ~~2008~~2009, ~~400~~1 ~~Million~~Billion Japanese Yen (Approximately $39,~~636~~090,~~354~~909)

3.Pursuant ~~October~~to ~~31,~~the ~~2008~~agreement, 1we ~~Billion~~are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $9121,~~090,909~~273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of April 30, 2010, we have not made any royalty payments.

~~Pursuant to~~As ~~the~~of ~~agreement~~October ~~the~~31, ~~Company~~2008, we received ispayments ~~required~~of toapproximately ~~pay a fixed royalty amount of 13~~$84,~~340,000~~949 ~~Japanese~~and ~~Yen~~Global ~~(Approximately~~Investment ~~$121~~Services,~~273)~~ ~~monthly~~Inc. tois ~~GIS~~in ~~for~~default under the ~~license to~~payment ~~operate~~terms of the ~~business~~agreement. On ~~and~~November to30, ~~use~~2008, ~~their~~we ~~best~~received ~~efforts~~notice toof ~~market~~termination of the ~~product~~agreement from ~~in the~~Global ~~United~~Investment ~~States~~Services, Inc. As of ~~September~~April 1530, ~~2008~~2010, ~~the~~we ~~Company~~have ~~has~~recorded ~~not~~a ~~made~~gain ~~any royalty~~in ~~payments~~liquidated damages of $84,949.

As of October 31 2008 the Company has received payments of approximately $84,949 and Global Investment Services, Inc. is in default under the payment terms of the agreement. On November 30, 2008 the Company received notice of termination of the agreement from Global Investment Services, Inc. As of January 31, 2009 the Company recorded a gain on liquidated damages of $84,949.

-8-

NOTE 6 – NOTES AND LOANS PAYABLE -RELATED PARTY

During the year ended January 31, ~~2008~~2007, the Company received a loan of $5203,~~835~~602 from a related party officer and director. ~~The~~This amount isbears ~~due~~interest onat ~~demand~~a ~~and~~rate ~~bears interest~~ of 610% per annum and was payable anytime before March 24, 2008.During the year ended January 31, 2008, the Company repaid $134,204 of the note payable to the related party officer and director.

During the year ended January 31, 2008, the Company repaid $105,326 of the note payable to the related party officer and director.

During the year ended January 31, 2008, the Company repaid $134,204 of the note payable to the related party officer and director.

During the year ended January 31, 2009 the Company borrowed an additional $263,839 and repaid a total of $277,974 of notes payable to the related party officer and director.

During the ~~nine~~year ~~months~~ ended ~~October~~January 31, ~~2009~~2010, the Company received $20111,~~010~~897 and repaid a total of $77148,~~462~~256 from a related party officer and director. The amount is due on demand and bears interest of 10% per annum.

As of ~~October~~ 31April 30, ~~2009~~2010 and January 31, ~~2009~~2010 the related party officer and director is owed a total of $030,183 and $5721,~~452~~093, respectively and accrued interest of $~~1,012~~693 and $89,~~086~~167, respectively. The Company recorded interest expense during the three ~~and nine~~ months ended ~~October~~April 3130, ~~2009~~2010 and ~~2008~~2009 of ~~$381,~~ $~~1,032,~~693 ~~$3,452~~ and $71,~~308~~806 respectively.

NOTE 7 – NOTES PAYABLE

On July 11, 2007, the Company entered into a twelve month unsecured note payable for $200,000. The note will accrue interest at a rate of 18%, with principle and interest due and payable on July 10, 2008. Accrued interest at January 31, 2008 was $20,148. On March 18, 2008 the Company converted the principle and accrued interest of $24,784 into 74,928 common shares of the Company’s common stock at a conversion price of $3.00.

On August 28, 2007, the Company entered into a twelve month unsecured note payable for $85,419. The note will accrue interest at a rate of 18%, with principle and interest due and payable on August 30, 2008. Accrued interest at ~~October~~ 31April 30, ~~2009~~2010 and January 31, ~~2009~~ 2010 was $~~33.263~~40,987 and $2137,~~863~~328, respectively. A new note was entered into on August 31, 2008 with a new due date of August 31, 2009. All other terms remained the same. A new note was entered into on August 31, 2009 with a new due date of August 30, 2010. All other terms remained the same.

On October 10, 2007, the Company entered into a twelve month unsecured note payable for $59,177. The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 9, 2008. Accrued interest at April ~~October 31~~30, ~~2009~~2010 and January 31, ~~2009~~2010 ~~was~~ $2127,~~946~~ 228 and $1324,~~979~~631, respectively. A new note was entered into on October 9, 2008 with a new due date of October 9, 2009. A new note was entered into on October 9, 2009 with a new due date of October 8, 2010. All other terms remained the same.

On October 12, 2007, the Company entered into a twelve month unsecured note payable for $33,767. The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 11, 2008. Accrued interest at ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~2010 was $1215,~~489~~503 and $714,~~943~~021. A new note was entered into on October 11, 2008 with a new due date of October 11, 2009. A new note was entered into on October 11, 2009 with a new due date of October 10, 2010. All other terms remained the same.

On November 12, 2007, the Company entered into a twelve month unsecured note payable for $9,040. The note will accrue interest at a rate of 18%, with principle and interest due and payable on November 11, 2008. Accrued interest at January 31, 2008 was $357. On March 18, 2008 the Company converted the principle and accrued interest of $566 into 3,202 common shares of the Company’s common stock at a conversion price of $3.00.

On November 15, 2007, the Company entered into a twelve month unsecured note payable for $78,456. The note will accrue interest at a rate of 18%, with principle and interest due and payable on November 16, 2008. Accrued interest at January 31, 2008 was $2,979. On March 18, 2008 the Company converted the principle and accrued interest of $4,798 into 27,751 common shares of the Company’s common stock at a conversion price of $3.00.

On November 26, 2007, the Company entered into a twelve month unsecured note payable for $64,391. The note will accrue interest at a rate of 18%, with principle and interest due and payable on November 27, 2008. Accrued interest at January 31, 2008 was $2,096. On March 18, 2008 the Company converted the principle and accrued interest of $3,588 into 22,660 common shares of the Company’s common stock at a conversion price of $3.00.

On December 28, 2007, the Company entered into a twelve month unsecured note payable for $127,627. The note will accrue interest at a rate of 18%, with principle and interest due and payable on December 29, 2008. Accrued interest at January 31, 2008 was $2,140 On March 18, 2008 the Company converted the principle and accrued interest of $5,098 into 44,242 common shares of the Company’s common stock at a conversion price of $3.00.

-9-

On January 31, 2008, the Company entered into a twelve month unsecured note payable for $36,284. The note will accrue interest at a rate of 18%, with principle and interest due and payable on January 31, 2009. Accrued interest at January 31, 2008 was $0. On March 18, 2008 the Company converted the principle and accrued interest of $841 into 12,375 common shares of the Company’s common stock at a conversion price of $3.00.

On February 29, 2008 the Company entered into a twelve month unsecured note payable for $9,457. The note will accrue interest at a rate of 18%, with principle and interest due and payable on February 28, 2009. On March 18, 2008 the Company converted the principle and accrued interest of $84 into 3,180 common shares of the Company’s common stock at a conversion price of $3.00.

On March 3, 2008 the Company entered into a twelve month unsecured note payable for $9,609. The note will accrue interest at a rate of 18%, with principle and interest due and payable on March 2, 2009. On March 18, 2008 the Company converted the principle and accrued interest of $72 into 3,227 common shares of the Company’s common stock at a conversion price of $3.00.

On March 13, 2008 the Company entered into a twelve month unsecured note payable for $19,472. The note will accrue interest at a rate of 18%, with principle and interest due and payable on March 12, 2009. On March 18, 2008 the Company converted $7,708 of principle and accrued interest of $48 into 2,585 common shares of the Company’s common stock at a conversion price of $3.00. Accrued interest at ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~2010 ~~was~~ as $34,~~463~~514 and $13,~~880~~997, respectively. On March 13, 2009 this note was extended to March 31, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 28, 2008 the Company entered into a twelve month unsecured note payable for $28,371. The note will accrue interest at a rate of 18%, with principle and interest due and payable on April 27, 2009. Accrued interest at ~~October~~ 31April 30, ~~2009~~2010 and January 31, ~~2009~~ 2010 was $710,~~709~~241 and $38,~~890~~996, respectively. On April 28, 2009, this note was extended to April 28, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On May 22, 2008, the Company entered into a twelve month unsecured note payable for $4,814. The note will accrue interest at a rate of 18% per annum and is payable May 21, 2009. Accrued interest at ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~ 2010 was $1,~~251~~681 and $~~603~~1,470 respectively. On May 22, 2009, this note was extended to May 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On June 3, 2008, the Company entered into a twelve month unsecured note payable for $14,229. The note will accrue interest at a rate of 18% per annum and is payable June 2, 2009. Accrued interest at ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~ 2010 was $34,~~614~~884 and $14,~~698~~259, respectively. On May 22, 2009, this note was extended to May 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 30, 2009, the Company entered into a twelve month unsecured note payable for 5,000,000 Japanese Yen (Approximately $51,620). The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010. On December 22, 2009 the Company repaid principal of $30,396 and accrued interest of $6,675. Accrued interest at ~~October~~April 30 2010 and January 31, ~~2009~~2010 was $51,~~204~~489 and $454, respectively.

On May 28, 2009, the Company entered into a twelve month unsecured note payable for 2,000,000 Japanese Yen (Approximately $2120,~~214~~627). The note will accrue interest at a rate of 20% per annum and is payable May 3127, 2010. On December 22, 2009 the Company repaid accrued interest of $2,351. Accrued interest at ~~October~~April 30, 2010 and January 31, ~~2009~~2010 was $1,~~813~~447 and $441, respectively.

On June 30, 2009, the Company entered into a twelve month unsecured note payable for 2,000,000 Japanese Yen (Approximately $20,936). The note will accrue interest at a rate of 20% per annum and is payable June 29, 2010. On December 22, 2009 the Company repaid accrued interest of $2,008. Accrued interest at ~~October~~April 30, 2010 and January 31, ~~2009~~2010 was $1,~~411~~468 and $447, rescpectively.

On August 18, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $10,578). The note will accrue interest at a rate of 20% per annum and is August 17, 2010. On December 22, 2009 the Company repaid accrued interest of $730. Accrued interest at ~~October~~ April 30, 2010 and January 31, ~~2009~~2010 was $~~429~~742 and $226, respectively.

On September 15, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $11,031). The note will accrue interest at a rate of 20% per annum and is September 15, 2010. Accrued interest at October 31, 2009 was $284.9

On ~~October~~On 1September 15, 2009, the Company entered into a twelve month unsecured note payable for 1,~~500~~000,000 Japanese Yen (Approximately $1711,~~130~~031). The note will accrue interest at a rate of 20% per annum and is September 3015, 2010. On December 22, 2009 the Company repaid accrued interest of $592. Accrued interest at ~~October~~April 30, 2010 and January 31, ~~2009~~2010 was $~~282~~774 and $236, respectively.

On October 221, 2009, the Company entered into a twelve month unsecured note payable for 1,~~000~~500,000 Japanese Yen (Approximately $1116,~~007~~710). The note will accrue interest at a rate of 20% per annum and is ~~October~~due 21on September 30, 2010. On December 22, 2009 the Company repaid accrued interest of $751. Accrued interest at ~~October~~April 3130, ~~2009~~2010 and January 31, 2010 was $601,172 and $357, rescpectively.

~~-10-~~On October 22, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $11,000). The note will accrue interest at a rate of 20% per annum and is October 21, 2010. On December 22, 2009 the Company repaid accrued interest of $368. Accrued interest at April 30, 2010 and January 31, 2010 was $772 and $235, respectively.

On November 10, 2009, the Company entered into a twelve month unsecured note payable for 200,000 Japanese Yen (Approximately $2,223). The note will accrue interest at a rate of 20% per annum and is payable October 9, 2010. On December 22, 2009 the Company repaid accrued interest of $51. Accrued interest at April 30, 2010 and January 31, 2010 was $156 and $48, respectively.

On November 20, 2009 the Company entered into a twelve month unsecured note payable for 300,000 Japanese Yen (Approximately $3,369). The note will accrue interest at a rate of 20% per annum and is payable October 19, 2010. On December 22, 2009 the Company repaid accrued interest of $59. Accrued interest at April 30, 2010 and January 31, 2010 was $236 and $72, respectively.

On November 27, 2009 the Company entered into a twelve month unsecured note payable for 1,300,000 Japanese Yen (Approximately $14,970). The note will accrue interest at a rate of 20% per annum and is payable October 27, 2010. On December 22, 2009 the Company repaid accrued interest of $205. Accrued interest at April 30, 2010 and January 31, 2010 was $1,050 and $320, respectively.

NOTE 8 -- STOCKHOLDERS' EQUITY

Common and Preferred Stock:

Preferred stock includes 50,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.

During 2005, the Company issued 100,000 shares for the amount of $100 ($0.001 per share) in exchange of the incorporation expenses for the Company.

During September 2006, the Company issued 6,700,000 shares of common stock at ($0.001 per share) in a private placement offering exempt from registration with the U.S. Securities Act of 1933 for a total value of $6,700.

During November 2006, the Company undertook a private placement issuance, Regulation D Rule 506 offering of 275,000 shares of common stock for a value of $275,000 ($1.00 per share). The Company believes this offering is exempt from registration with the US Securities and Exchange Commission.

During April 2007, the Company undertook a private placement issuance, Regulation D Rule 506 offering of 435,000 shares of common stock for a value of $435,000 ($1.00 per share). The Company believes this offering is exempt from registration with the US Securities and Exchange Commission.

During April 2007, the Company issued 100,000 shares of common stock valued at a recent cash offering price of $100,000 or $1.00 per share to a consultant for providing strategic planning services. The Company ishas amortized the value of the shares over the contract period of six months.

During June 2007, the Company issued 50,000 shares of common stock for legal services. The shares were valued at $50,000 or $1.00 per share based on a recent cash offering price.

-11-

On March 18, 2008 a note holder converted a total of $542,572 of notes payable and accrued interest of $39,878 into 194,150 shares of common stock ($3.00 per share).

In-Kind Contribution of Compensation

During the year ended January 31, 2007, the Company recorded $7,000 as in-kind contribution of salary for services provided by its ~~president~~President.

During the year ended January 31, 2008, the Company recorded $51,000 as in-kind contribution of salary for services provided by its President.

During the year ended January 31, 2009, the Company recorded $90,000 as in-kind contribution of salary for services provided by its President.

During the ~~nine~~year ~~months~~ ended ~~October~~January 31, ~~2009~~2010, the Company recorded $6790,~~500~~ 000 as in-kind contribution of salary for services provided by its President.

~~NOTE~~During the 9three –months ~~SUBSEQUENT~~ended ~~EVENTS~~ April 30, 2010, the Company recorded $22,500 as in-kind contribution of salary for services provided by its President.

~~On November~~ 10, 2009, the Company entered into a twelve month unsecured note payable for 200,000 Japanese Yen (Approximately $2,223). The note will accrue interest at a rate of 20% per annum and is payable October 9, 2010.

From November 1, 2009 to December 16, 2009, the Company paid $35,600 in excess of outstanding note payable balances to the related party officer and director. The related party Director immediately repaid the over payment in full.

From November 1 2009 to December 16, 2009, the Company borrowed and repaid $3,800 pursuant to a note payable to the related party officer and director.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 17, 2009, the date the financial statements were issued.

-12-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Information

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

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.

Plan of Operations

We anticipate that our operational as well as general and administrative expenses for the next 12 months will total $225,000. The breakdown is as follows:

Marketing Materials	$	50,000
Legal/Accounting	$	75,000
General/Administrative	$	100,000
Total	$	225,000

Because of our nature as a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. We intend on financing operations primarily through funds raised in private placements. There can be no assurance that we will able to obtain additional funding when and if needed or that such funding, if available, can be obtained on terms acceptable to ~~the Company~~us.

Capital Resources and Liquidity

WeOn ~~are currently~~July ~~financing~~11, ~~operations~~2007, ~~primarily~~the ~~through~~Company ~~funds~~entered ~~raised~~into ina ~~private placements~~twelve ~~August~~month ~~30,~~unsecured ~~2006,~~note ~~November~~payable 30for $200,000. The ~~2006~~note will accrue interest at a rate of 18%, with principle and ~~April~~interest ~~2007.~~due Inand ~~August~~payable ~~2006, we~~on ~~completed~~July an10, ~~offering~~2008. inAccrued ~~which~~interest weat ~~raised~~January a31, ~~total~~2008 ofwas $620,~~700~~148. ~~In November~~ ~~2006,~~On weMarch ~~completed~~18, an2008 ~~offering~~the inCompany ~~which~~converted wethe ~~raised~~principle aand ~~total~~accrued interest of $~~275~~24,~~000. In~~784 into ~~April 2007~~74,928 wecommon ~~raised~~shares ~~$435,000. As~~ of ~~October~~the ~~31,~~Company’s ~~2009,~~common westock ~~had cash~~at a conversion price of $~~1,044~~3.00.

~~During~~ On August 28, 2007, the ~~year~~Company ~~ended~~entered into a twelve month unsecured note payable for $85,419. The note will accrue interest at a rate of 18%, with principle and interest due and payable on August 30, 2008. Accrued interest at April 30, 2010 and January 31, ~~2009~~2010 wewas ~~borrowed~~ $~~263~~40,~~839~~987 and ~~repaid~~$37,328, respectively. A new note was entered into on August 31, 2008 with a ~~total~~new due date of ~~$277~~ August 31,~~974~~ of2009. ~~notes~~All ~~payable~~other toterms remained the ~~related~~same. ~~party~~A ~~officer~~new ~~and director~~note was entered into on August 31, 2009 with a new due date of August 30, 2010. All other terms remained the same.

~~As of~~ On October 3110, ~~2009~~2007, ~~and~~the ~~January~~Company ~~31,~~entered ~~2009~~into ~~the~~a ~~related~~twelve ~~party~~month ~~officer~~unsecured ~~and director~~note ispayable ~~owed~~for $59,177. The note will accrue interest at a ~~total~~rate of $018%, with principle and ~~$57~~interest due and payable on October 9,~~452~~ 2008. Accrued interest at April 30, ~~respectively~~ 2010 and ~~accrued interest~~January of31, 2010 $127,~~012~~ 228 and $824,~~086~~631, respectively. ~~The~~A ~~Company~~new ~~recorded~~note ~~interest expense~~was ~~during~~entered ~~the~~into ~~three~~on ~~months ended~~ October 319, ~~2009~~2008 ~~and~~with ~~2008~~a new due date of ~~$381~~October ~~and $1~~9,~~032~~ ~~and~~2009. ~~the~~A ~~nine~~new ~~months~~note ~~ended~~was entered into on October 319, 2009 ~~and~~with ~~2008~~a new due date of $3October 8,~~452~~ ~~and~~2010. ~~$7,308, respectively~~All other terms remained the same.

On ~~May 28~~October 12, ~~2009~~2007, the Company entered into a twelve month unsecured note payable for ~~2,000,000~~ ~~Japanese Yen (Approximately~~ $2133,~~214)~~767. The note will accrue interest at a rate of 2018%, with ~~per~~principle ~~annum~~ and isinterest due and payable ~~May~~on 31October 11, ~~2010~~2008. Accrued interest at ~~October~~April 30, 2010 and January 31, ~~2009~~2010 was $~~744~~15,503 and $14,021. A new note was entered into on October 11, 2008 with a new due date of October 11, 2009. A new note was entered into on October 11, 2009 with a new due date of October 10, 2010. All other terms remained the same.

~~-13-~~On November 12, 2007, the Company entered into a twelve month unsecured note payable for $9,040. The note will accrue interest at a rate of 18%, with principle and interest due and payable on November 11, 2008. Accrued interest at January 31, 2008 was $357. On March 18, 2008 the Company converted the principle and accrued interest of $566 into 3,202 common shares of the Company’s common stock at a conversion price of $3.00.

On ~~August 18~~November 15, ~~2009~~2007, the Company entered into a twelve month unsecured note payable for ~~1,000,000~~ ~~Japanese Yen (Approximately~~ $1078,~~578)~~456. The note will accrue interest at a rate of 2018%, ~~per~~with ~~annum~~principle and isinterest ~~August~~due 17and payable on November 16, ~~2010~~2008. Accrued interest at ~~October~~ January 31, ~~2009~~2008 was $~~429~~2,979. On March 18, 2008 the Company converted the principle and accrued interest of $4,798 into 27,751 common shares of the Company’s common stock at a conversion price of $3.00.

On ~~September~~ 15November 26, ~~2009~~2007, the Company entered into a twelve month unsecured note payable for ~~1,000,000 Japanese Yen (Approximately~~ $1164,~~031)~~391. The note will accrue interest at a rate of 2018%, ~~per~~with ~~annum~~principle and isinterest ~~September~~due 15and payable on November 27, ~~2010~~2008. Accrued interest at ~~October~~January 31, ~~2009~~2008 was $~~284~~2,096. On March 18, 2008 the Company converted the principle and accrued interest of $3,588 into 22,660 common shares of the Company’s common stock at a conversion price of $3.00.

On ~~October~~ 1December 28, ~~2009~~2007, the Company entered into a twelve month unsecured note payable for ~~1,500,000 Japanese Yen (Approximately~~ $17127,~~130)~~627. The note will accrue interest at a rate of 2018%, ~~per~~with ~~annum~~principle and isinterest ~~September~~due 30and payable on December 29, ~~2010~~2008. Accrued interest at ~~October~~January 31, ~~2009~~2008 was $~~282~~2,140 On March 18, 2008 the Company converted the principle and accrued interest of $5,098 into 44,242 common shares of the Company’s common stock at a conversion price of $3.00.

On ~~October~~ 22January 31, ~~2009~~2008, the Company entered into a twelve month unsecured note payable for ~~1,000,000 Japanese Yen (Approximately~~ $1136,~~007)~~284. The note will accrue interest at a rate of 2018%, ~~per~~with ~~annum~~principle and isinterest ~~October~~due 21and payable on January 31, ~~2010~~2009. Accrued interest at ~~October~~January 31, ~~2009~~2008 was $600. On March 18, 2008 the Company converted the principle and accrued interest of $841 into 12,375 common shares of the Company’s common stock at a conversion price of $3.00.

WeOn doFebruary ~~not believe~~29, we2008 ~~can~~the ~~satisfy~~Company ~~our~~entered ~~cash~~into ~~requirements~~a ~~for the next~~ twelve ~~months~~month ~~from revenue~~unsecured ~~and~~note ~~through~~payable ~~funds raised in our private placements. We plan to raise additional capital to be used~~ for ~~operating capital~~$9,457. The Wenote ~~intend~~will toaccrue ~~raise~~interest ~~these funds~~at ~~through~~a ~~additional~~rate ~~private placements. We have not identified any sources~~ of ~~capital~~18%, ~~lines~~with ofprinciple ~~credit~~and orinterest ~~loans~~due ~~at this time. Completion of our plan of operation is subject to attaining adequate revenue~~ and ~~through~~payable ~~funds~~on ~~raised~~February ~~from private~~28, ~~placements~~2009. WeOn ~~cannot~~March ~~assure~~18, ~~investors~~2008 ~~that adequate revenues will be generated. In~~ the ~~event~~Company weconverted ~~are not successful in reaching our initial revenue targets, Management believes that it will raise~~ the ~~funds~~principle ~~required~~ and weaccrued ~~would then~~interest beof ~~able~~$84 into to3,180 ~~proceed~~common ~~with~~shares ~~our~~of ~~business plan for~~ the ~~development~~Company’s ~~and~~common ~~marketing of~~stock ~~our~~at ~~products~~a ~~and~~conversion ~~services~~price ~~along with the commencement~~ of ~~our business activities in 2009~~$3.00.

On March 13, 2008 the Company entered into a twelve month unsecured note payable for $19,472. The note will accrue interest at a rate of 18%, with principle and interest due and payable on March 12, 2009. On March 18, 2008 the Company converted $7,708 of principle and accrued interest of $48 into 2,585 common shares of the Company’s common stock at a conversion price of $3.00. Accrued interest at April 30, 2010 and January 31, 2010 as $4,514 and $3,997, respectively. On March 13, 2009 this note was extended to March 31, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 28, 2008 the Company entered into a twelve month unsecured note payable for $28,371. The note will accrue interest at a rate of 18%, with principle and interest due and payable on April 27, 2009. Accrued interest at April 30, 2010 and January 31, 2010 was $10,241 and $8,996, respectively. On April 28, 2009, this note was extended to April 28, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On May 22, 2008, the Company entered into a twelve month unsecured note payable for $4,814. The note will accrue interest at a rate of 18% per annum and is payable May 21, 2009. Accrued interest at April 30, 2010 and January 31, 2010 was $1,681 and $1,470 respectively. On May 22, 2009, this note was extended to May 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On June 3, 2008, the Company entered into a twelve month unsecured note payable for $14,229. The note will accrue interest at a rate of 18% per annum and is payable June 2, 2009. Accrued interest at April 30, 2010 and January 31, 2010 was $4,884 and $4,259, respectively. On May 22, 2009, this note was extended to May 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 30, 2009, the Company entered into a twelve month unsecured note payable for 5,000,000 Japanese Yen (Approximately $51,620). The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010. On December 22, 2009 the Company repaid principal of $30,396 and accrued interest of $6,675. Accrued interest at April 30 2010 and January 31, 2010 was $1,489 and $454, respectively.

On May 28, 2009, the Company entered into a twelve month unsecured note payable for 2,000,000 Japanese Yen (Approximately $20,627). The note will accrue interest at a rate of 20% per annum and is payable May 27, 2010. On December 22, 2009 the Company repaid accrued interest of $2,351. Accrued interest at April 30, 2010 and January 31, 2010 was $1,447 and $441, respectively.

On June 30, 2009, the Company entered into a twelve month unsecured note payable for 2,000,000 Japanese Yen (Approximately $20,936). The note will accrue interest at a rate of 20% per annum and is payable June 29, 2010. On December 22, 2009 the Company repaid accrued interest of $2,008. Accrued interest at April 30, 2010 and January 31, 2010 was $1,468 and $447, respectively.

On August 18, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $10,578). The note will accrue interest at a rate of 20% per annum and is August 17, 2010. On December 22, 2009 the Company repaid accrued interest of $730. Accrued interest at April 30, 2010 and January 31, 2010 was $742 and $226, respectively.

On October 1, 2009, the Company entered into a twelve month unsecured note payable for 1,500,000 Japanese Yen (Approximately $16,710). The note will accrue interest at a rate of 20% per annum and is due on September 30, 2010. On December 22, 2009 the Company repaid accrued interest of $751. Accrued interest at April 30, 2010 and January 31, 2010 was $1,172 and $357, respectively.

On October 22, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $11,000). The note will accrue interest at a rate of 20% per annum and is October 21, 2010. On December 22, 2009 the Company repaid accrued interest of $368. Accrued interest at April 30, 2010 and January 31, 2010 was $772 and $235, respectively.

During the year ended January 31, 2010, we received $111,897 and repaid a total of $148,256 from a related party officer and director. The amount is due on demand and bears interest of 10% per annum.

As of April 30, 2010 and January 31, 2010 the related party officer and director is owed a total of $30,183 and $21,093, respectively and accrued interest of $693 and $9,167, respectively. The Company recorded interest expense during the three months ended April 30, 2010 and 2009 of $693 and $1,806 respectively.

As of April 30, 2010, we had cash of $2,011.

We do not believe we can satisfy our cash requirements for the next twelve months from revenue and through funds raised in our private placements. We plan to raise additional capital to be used for operating capital. We intend to raise these funds through additional private placements. We have not identified any sources of capital, lines of credit or loans at this time. Completion of our plan of operation is subject to attaining adequate revenue and through funds raised from private placements. We cannot assure investors that adequate revenues will be generated. In the event we are not successful in reaching our initial revenue targets, Management believes that it will raise the funds required and we would then be able to proceed with our business plan for the development and marketing of our products and services along with the commencement of our business activities in 2010.

In the absence of our projected revenues and the absence of additional capital we may be unable to proceed with our plan of operations. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our operations to cover our operating expenses. Consequently, there is substantial doubt about our ability to continue to operate as a going concern.

~~Our financial~~As ~~statements~~reflected ~~have~~in ~~been presented on~~ the ~~basis~~accompanying ~~that~~financial ~~it is a going concern~~statements, ~~which~~we ~~contemplates~~are ~~the realization of assets and the satisfaction of liabilities~~ in the ~~normal~~development ~~course~~stage, ~~of business. We~~ have a ~~net loss of $3,584,614 from inception, a~~ working capital deficiency of $1,~~925~~856,~~417~~808, ~~and~~ a stockholders’ deficiency of $1,~~924~~856,~~942~~333 asand ofhave ~~October~~a ~~31,~~negative ~~2009 and used~~ cash inflow from operations of $1,~~629~~647,~~387~~756 from inception. ~~These~~This ~~factors~~raises ~~raise~~ substantial doubt about ~~our~~ its ability to continue as a going concern. ~~Management~~Our ~~continues~~ability to ~~actively~~continue ~~seek additional~~as ~~sources~~a ofgoing ~~capital~~concern ~~to fund current and future operations. There~~ is ~~no assurance~~dependent ~~that~~on weour ~~will~~ability ~~be successful in continuing~~ to raise additional capital and ~~establish~~implement ~~probable~~our orbusiness ~~proven reserves~~plan. ~~These~~The financial statements do not include any adjustments that might ~~result~~be ~~from~~necessary ~~the~~if ~~outcome~~we ofare ~~these uncertainties~~unable to continue as a going concern.

We have completed our efforts to become a public company and by doing so we have incurred and will continue to incur additional significant expenses for legal, accounting and related services. As a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, there ~~are~~will be ongoing expenses associated with the ongoing professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements as well as costs for (i) increased marketing and advertising to support any growth in sales for us; (ii) potential to hire additional personnel to manage and expand our operations.

Results of ~~Operation~~ Operations

We did not have any operating income from inception through ~~October~~January 31, ~~2009~~2010. For the three months ended ~~October~~April 3130, ~~2009~~2010, we recognized a net loss of $5075,~~580~~526 and for the period from inception through ~~October~~April 3130, ~~2009~~2010, we recognized a net loss of $3,~~584~~561,~~614~~005. Expenses for the period were comprised of costs of professional fees of $811,~~355~~521, compensation expense of $22,500, ~~and~~severance ~~general~~expense ~~and administrative expenses~~ of $120,~~713. For~~315 the three months ended October 31, 2008, we recognized a net loss of $69,987. Expenses for the period were comprised of costs of professional fees of $12,884, consulting fees of $15,000, compensation of $22,500, and general and administrative expenses of $63,~~882~~457. The decrease in net loss during the three months ended October 31, 2009 was due to the payment of consulting fees during the three months ended October 31, 2008 which did not need to be paid during the fiscal year ended October 31, 2009.

For the ~~nine~~ three months ended ~~October~~April 3130, 2009, we recognized a net loss of $~~153~~35,~~934~~854. Expenses for the period were comprised of costs of professional fees of $32126,~~076,~~ compensation of $6722,500, and general and administrative expenses of ~~$5,821. For~~ ~~the nine months ended October 31, 2008, we recognized a net loss of~~ $~~631,236~~995. Expenses for the period were comprised of costs of professional fees of $61,391, consulting fees of $45,000, compensation of $67,500, severance expense of $322,889 and general and administrative expenses of $84,677. The decrease in net loss during the nine months ended October 31, 2009 was due to the severance expense paid to our former President during the nine months ended October 31, 2008.

-14-

Commitments

On August 13, 2008, we entered into an Intellectual Property Rights Sales Agreement (the “Eiwa Agreement”) with Eiwa Kokudo Kankyo, Inc. (“Eiwa”). Pursuant to the Eiwa Agreement, we agreed to pay approximately $5,454,545 (equal to 600 Million YEN) to Eiwa for the Intellectual Property of the Aqua-make system. In addition, we are entitled to sell the rights of this Intellectual Property to the third party upon signing the agreement. Pursuant to the agreement the Company entered into an agreement with EIWA to pay the purchase price in the following manner:

1.	August 29, 2008, 50 Million Japanese Yen (Approximately $454,545)

2.	September 12, 2008, 50 Million Japanese Yen (Approximately $454,545)

3.	September 30, 2008, 200 Million Japanese Yen (Approximately $1,818,182)

4.	January 31, 2009, 300 Million Japanese Yen (Approximately $2,727,273)

On November 27, 2008, we notified Eiwa that we were unilaterally canceling the agreement. ~~and~~We we have not made any payments and we are in default under the payment terms of the agreement. If Eiwa does not agree to cancel the agreement, we might be required to make the payments as per the agreement. To date, we have not been made aware of whether Eiwa is pursuing any remedies associated with the cancellation. It is very possible that we will incur a material liability as a result of this cancelled agreement if Eiwa pursues any legal remedies.

The reason no liability has been recorded for the cancelled purchase agreement with Eiwa is because we have not recorded any amounts due under the intangible purchase agreement as no property has been received – we do not receive the IP until all payments have been made. Since no payments have been made and no property has been received, this is disclosed as a commitment only.

Thereafter, on August 15, 2008, we entered into an Intellectual Property Rights Sales Agreement with Global Investment Service, Inc. (“GIS”) to sell the Intellectual Property of the Aqua-make system to GIS for $14,545,455 (equal to 1.6 Billion YEN). Pursuant to the GIS Agreement, we have the right of first refusal to buy Intellectual Property back from GIS in the event that GIS agrees to sell the intellectual property within three years from August 15, 2008 by issuing 3.2 million shares of our common stock. We also need to agree to purchase the Intellectual Property to exercise the buy back option. As part of such conditions, we have agreed not to split our stock for the next three years. Pursuant to the agreement, GIS entered into a note with us to pay the purchase price in the following manner:

1.	August 29, 2008, 200 Million Japanese Yen (Approximately $1,818,182)

2.	September 30, 2008, 400 Million Japanese Yen (Approximately $3,636,354)

3.	January 31, 2009, 1 Billion Japanese Yen (Approximately $9,090,909)

Pursuant to the agreement, we are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $121,273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of ~~September~~April 1530, ~~2008~~2010, we have not made any royalty payments.

As of October 31, 2008, we ~~the~~have ~~Company has~~ received payments of approximately $84,949 and Global Investment Services, Inc. is in default under the payment terms of the agreement. On November 30, 2008, we received notice of termination of the agreement from Global Investment Services, Inc. As of ~~January~~April 3130, ~~2009~~ 2010 we have recorded a gain in liquidated damages of $84,949.

SUBSEQUENT EVENTS

From November 1 2009 to December 16, 2009, the Company borrowed and repaid $3,800 pursuant to a note payable to the related party officer and director.

-15-

Critical Accounting Policies

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

~~Not Applicable~~We todo ~~smaller~~not ~~reporting~~have ~~companies~~any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T. Controls and Procedures

a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-16-

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

OnThere ~~or about~~were ~~May~~no ~~15,~~material ~~2007,~~developments we entered into an employment agreement whereby David Nakajima would act as President and Chief Marketing Officer of Aspire. On or about January 4, 2008, the parties entered into a Separation Agreement and General Release, which sought to ~~terminate~~legal ~~the~~proceedings ~~employment~~during ~~relationship between~~ the ~~parties.~~quarterly Byperiod ~~the~~ended ~~terms~~April of the Separation Agreement, Aspire agreed to pay Mr. Nakajima the amount of $230,000 in lieu of severance payments under the terms of the Employment Agreement, which amount was to be paid at the rate of $30,~~000~~ ~~per month on the last day of each month commencing January 2008, with a final payment of $50,000 to be made on October 31, 2008~~2010. ~~Mr. Nakajima received payment of $20,000 on January 31, 2008, and an additional payment of $10,000 on or before February 15, 2008. Since that date no additional payments have been made.~~

In March 2009 we were served with a lawsuit by Mr. Nakajima based on the above. At this time we have not answered such complaint and we currently considering our options with regard to this claim.

Mr. Nakajima is suing the company for the basic value of $1.2 million plus unknown compound interest and as of October 31, 2009, we have accrued over $1,200,000 for this lawsuit.

Item 1A. Risk Factors.

Not Applicable to smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved).

None.

Item 5. Other Information.

None

Item 6. Exhibits

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

-17-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASPIRE JAPAN, INC.
Date: December 21, 2009	By:	/s/ Ken Osako
Date: June 10, 2010	By:	/s/ Ken Osako
		Ken Osako
		President, Chief Executive Officer, Chief Financial Officer

- 18-

Filing Compare · ASPIRE JAPAN, INC.