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, ~~2010~~2011

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~~Check ~~by check mark~~ whether the ~~registrant~~issuer (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

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 asJune ~~of December 9~~17, ~~2010~~2011: 7,854,150 shares of ~~Common~~common ~~Stock~~stock, par value $0. 001 per share.

ASPIRE JAPAN, INC.

QUARTERLY REPORT ON FORM 10-Q

~~October~~April 3130, ~~2010~~2011

~~INDEX~~TABLE OF CONTENTS

PART I-- FINANCIAL INFORMATION

PART 1 - FINANCIAL INFORMATION
		PAGE
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls 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.	(Removed and Reserved)	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

SIGNATURES

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

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

~~SIGNATURE~~This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

~~Item~~We 1cannot predict all of the risks and uncertainties. ~~Financial~~Accordingly, ~~Statements~~such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

~~Aspire~~These ~~Japan~~forward-looking statements represent our intentions, ~~Inc~~plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. (AMany ~~Development~~of ~~Stage~~those ~~Company)~~factors ~~CONDENSED~~are ~~BALANCE~~outside ~~SHEETS~~of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

	October 31,			January 31,
	2010			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	56		$	388
Prepaid expense		1,656			545
TOTAL CURRENT ASSETS		1,712			933
OTHER ASSETS
Deposits		475			475
TOTAL ASSETS	$	2,187		$	1,408
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	16,150		$	20,353
Accrued interest		145,754			97,447
Accrued interest - related party		12,499			9,167
Judgement payable		1,112,032			1,049,719
Severance payable		236,730			236,730
Notes payable		349,644			370,206
Loans payable -related party		68,535			21,093
TOTAL CURRENT LIABILITIES		1,941,344			1,804,715
LONG TERM LIABILITIES
Notes payable		20,562			-
Accrued interest		3,516			-
TOTAL LONG TERM LIABILITIES		24,078			-
TOTAL LIABILITIES		1,965,422			1,804,715
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		1,746,896			1,679,396
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
Accumulated Deficit during development stage		(3,712,907	)		(3,485,479	)
Total Stockholders' Deficit		(1,963,235	)		(1,803,307	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,187		$	1,408

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

~~The~~CERTAIN ~~accompanying~~TERMS ~~notes~~USED ~~are~~IN anTHIS ~~integral~~QUARTERLY ~~part~~REPORT ofON ~~these~~FORM ~~unaudited financial statements.~~10-Q

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Aspire Japan, Inc. “SEC” refers to the Securities and Exchange Commission.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED BALANCE SHEETS


	April 30, 2011			Janaury 31, 2011
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash	$	108		$	97
Prepaid expense		-			1,656

TOTAL CURRENT ASSETS		108			1,753

OTHER ASSETS

Deposits		475			475

TOTAL ASSETS	$	583		$	2,228

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	28,384		$	18,640
Accrued interest		183,631			166,735
Accrued interest - related party		16,356			14,370
Judgement payable		1,153,345			1,133,031
Severance payable		236,730			236,730
Notes payable		370,206			370,206
Loans payable -related party		79,503			71,736

TOTAL CURRENT LIABILITIES		2,068,155			2,011,448


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		1,791,896			1,769,396
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
Accumulated Deficit during development stage		(3,862,244	)		(3,781,392	)

Total Stockholders' Deficit		(2,067,572	)		(2,009,220	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	583		$	2,228

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

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 April 30,						February 2, 2005 (Inception) to
													February 2, 2005
	2011			2010			April 30, 2011
	For the Three Months Ended October 31,						For the Nine Months Ended October 31,						(inception) to
Revenue	$	-		$	-		$	-
	2010			2009			2010			2009			October 31, 2010
Operating Expenses
Revenue	$	-		$	-		$	-		$	-		$	-
Professional Fees		14,891			11,521			421,483
Operating Expenses
Marketing Expenses		-			-			156,562
Professional Fees		5,831			8,355			28,860			32,076			402,177
Consulting Fees		-			-			216,510
Marketing Expenses		-			-			-			-			156,562
Compensation Expense		22,500			22,500			573,531
Consulting Fees		-			-			-			-			216,510
Severance Expense		20,314			20,315			1,420,075
Compensation Expense		22,500			22,500			67,500			67,500			528,531
General and administrative		3,588			3,457			906,930
Severance Expense		20,999			-			62,313			-			1,378,762
Total Operating Expenses		61,293			57,793			3,695,091
General and administrative		2,114			1,713			12,907			5,821			902,229
Loss from Operations		(61,293	)		(57,793	)		(3,695,091	)
Total Operating Expenses		51,444			32,568			171,580			105,397			3,584,771
Interest Income		-			-			2,631
Loss from Operations		(51,444	)		(32,568	)		(171,580	)		(105,397	)		(3,584,771	)
Foreign Currency Transaction Loss		(677	)		(117	)		(8,351	)
Interest Income		-			-			-			-			2,631
Gain on liquidated damages		-			-			84,949
Foreign Currency Transaction Loss		(183	)		(1,071	)		(693	)		(3,620	)		(7,552	)
Interest Expense		(18,882	)		(17,616	)		(246,382	)
Gain on liquidated damages		-			-			-			-			84,949
Total Other Expense		(19,559	)		(17,733	)		(167,153	)
Interest Expense		(19,501	)		(16,941	)		(55,155	)		(44,917	)		(208,164	)
Provision for Income Taxes		-			-			-
Total Other Expense		(19,684	)		(18,012	)		(55,848	)		(48,537	)		(128,136	)
Net Loss		(80,852	)		(75,526	)		(3,862,244	)
Provision for Income Taxes		-			-			-			-			-
Other Comprehensive Income / (Loss)
Net Loss		(71,128	)		(50,580	)		(227,428	)		(153,934	)		(3,712,907	)
Other Comprehensive Income		-			-			61
Other Comprehensive Income / (Loss)
Foreign Currency Translation Loss		-			-			(5,139	)
Other Comprehensive Income		-			-			-			-			61
Comprehensive Loss	$	(80,852	)	$	(75,526	)	$	(3,867,322	)
Foreign Currency Translation Loss		-			-			-			-			(5,139	)
Net Loss Per Share - basic and diluted	$	(0.01	)	$	(0.01	)
Comprehensive Loss	$	(71,128	)	$	(50,580	)	$	(227,428	)	$	(153,934	)	$	(3,717,985	)
Weighted average number of shares outstanding		7,854,150			7,854,150
Net Loss Per Share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
during the period - basic and diluted
Weighted average number of shares outstanding		7,854,150			7,854,150			7,854,150			7,854,150

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

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (February 2, 2005) through October 31, 2010
From inception (February 2, 2005) through April 30, 2011
(Unaudited)
(UNAUDITED)
											Accumulated
									Additional		Accumulated Deficit During			Other			Total
	Preferred Stock				Common Stock				~~Additional~~Paid In		~~Deficit During~~Development			~~Other~~Comprehensive			~~Total~~Equity /
	Shares		Par		Shares		Par		~~Paid In~~ Capital		~~Development~~ Stage			~~Comprehensive~~ Income (Loss)			~~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 / (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		-		-		-		-		90,000		-			-			90,000
Net Loss for the year ended
January 31, 2010		-		-		-				-		(54,799	)					(54,799	)
Other Comprehensive Income																		-
Total Comprehensive Loss																		(54,799	)
Balance January 31, 2010		-	$	-		7,854,150	$	7,854	$	1,679,396	$	(3,485,479	)	$	(5,078	)	$	(1,803,307	)
In Kind contribution		-		-		-		-		6790,~~500~~000		-			-			6790,~~500~~000
Net Loss for the nine months ended
Net Loss for the year ended
October 31, 2010		-		-		-				-		(227,428	)					(227,428	)
January 31, 2010		-		-		-				-		(295,913	)					(295,913	)
Other Comprehensive Income																		-
Total Comprehensive Loss																		(~~227~~295,~~428~~913	)
Balance October 31,2010		-	$	-		7,854,150	$	7,854	$	1,746,896	$	(3,712,907	)	$	(5,078	)	$	(1,963,235	)
Balance January 31, 2011		-		-		7,854,150		7,854		1,769,396		(3,781,392	)		(5,078	)		(2,009,220	)
In Kind contribution		-				-		-		22,500		-			-			22,500
Net Loss for the period ended
April 30, 2011		-				-		-		-		(80,852	)		-			(80,852	)
Balance April 30, 2011		-	$	-		7,854,150	$	7,854	$	1,791,896	$	(3,862,244	)	$	(5,078	)	$	(2,067,572	)
The accompanying notes are an integral part of these financial statements.

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

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

	For The Three Months Ended April 30,						February 2, 2005 (inception) to
	2011			2010			April 30, 2011


Cash Flows From Operating Activities:
Net Loss	$	(80,852	)	$	(75,526	)	$	(3,862,244	)

Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		22,500			22,500			350,500
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	)
(Increase) /decrease in Prepaid Expenses		1,656			348			-
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		9,744			7,280			28,384
Increase in Accrued Interest		16,896			16,893			223,508
Increase in accrued interest - related party		1,986			723			16,356
Increase in Accrued judgement		20,314			20,315			1,153,345
Increase in accrued severance		-			-			236,730

Net Cash (Used In) Operating Activities		(7,756	)		(7,467	)		(1,698,979	)

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		-			-			943,175
Repayment of Note Payable		-			-			(30,396	)
Repayment of Note Payable - related party		(59,462	)		(8,500	)		(759,622	)
Proceeds from Note Payable - related party		67,229			17,590			839,125
Proceeds from Common Stock issuance		-			-			716,700

Net Cash Provided by Financing Activities		7,767			9,090			1,708,982

Net Increase / (Decrease) in Cash		11			1,623			5,186

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

Cash at Beginning of Period		97			388			-

Cash at End of Period	$	108		$	2,011		$	108

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	5,435		$	5,951

Cash paid for taxes	$	-		$	-		$	-

							For the period
							February 2, 2005
	For The Nine Months Ended October 31,						(inception) to
	2010			2009			October 31, 2010
Cash Flows From Operating Activities:
Net Loss	$	(227,428	)	$	(153,934	)	$	(3,712,907	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		67,500			67,500			305,500
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 in Prepaid Expenses		(1,111	)		(11,638	)		(1,656	)
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		(4,203	)		(21,575	)		16,150
Increase in Accrued Interest		51,823			34,391			189,147
Increase in accrued interest - related party		3,332			-			12,499
Increase in Accrued judgement		62,313			-			1,112,032
Increase in accrued severance		-			-			236,730
Net Cash Used In Operating Activities		(47,774	)		(85,731	)		(1,688,063	)
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		-			143,515			943,175
Repayment of Note Payable		-			-			(30,396	)
Repayment of Note Payable - related party		(22,300	)		(77,462	)		(688,060	)
Proceeds from Note Payable - related party		69,742			20,010			756,595
Proceeds from Common Stock issuance		-			-			716,700
Net Cash Provided by Financing Activities		47,442			86,063			1,698,014
Net Increase / (Decrease) in Cash		(332	)		332			5,134
Effect of Exchange Rate on Cash		-			-			(5,078	)
Cash at Beginning of Period		388			712			-
Cash at End of Period	$	56		$	1,044		$	56
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	10,145		$	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.

($3.00 per share)

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

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. ($3.00 per share)

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

Aspire Japan, Inc.

(aA ~~development~~Development ~~stage~~Stage ~~company~~Company)

NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS

As of ~~October~~APRIL 3130, ~~2010~~2011

(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 incurring over $2 million in accumulated losses, 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.

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 ~~nine~~three months ended ~~October~~April 3130, ~~2010~~2011 are not necessarily indicative of results that may be expected for the year ending January 31, ~~2011~~2012. The condensed financial statements are presented on the accrual basis.

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 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.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605 – “Revenue Recognition”. 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, ~~2010~~2011 and January 31, ~~2010~~2011 the Company had $0 in cash that was uninsured. In addition, at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011, the Company had total cash of $2810 and $~~138~~23, respectively in a Japanese bank which is uninsured.

~~Property and~~ Equipment

~~Property~~Equipment ~~and~~is ~~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 ~~property~~the ~~and~~ equipment.

Advertising Costs

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the three ~~and nine~~ months ended ~~October~~ 31April 30, ~~2010~~2011 and ~~2009~~ 2010 and the period February 2, 2005 (Inception) to ~~October~~April 3130, ~~2010~~ 2011 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.

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,~~712~~867,~~907~~322 from inception, a working capital deficiency of $12,~~939~~068,~~157~~047 and a stockholders’ deficit of $12,~~963~~067,~~235~~572 as of ~~October 31~~April 30, ~~2010~~2011 and used cash in operations of $1,~~688~~698,~~063~~979 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 ~~unaudited~~ 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 changes in 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, ~~2010~~2011 and ~~2009~~2010 there were no common share equivalents outstanding.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

NOTE 2 - PROPERTY AND EQUIPMENT

During the three and nine months ended October 31, 2010 and 2009, and the period February 2, 2005 (Inception) to October 31, 2010 the Company recorded depreciation expense of $0, $0, $0, $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 October 31, 2010.

NOTE 3 – JUDGEMENT PAYABLE / ACCRUED SEVERANCE

In January 2008 the Company entered into a 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 April 30, 2010 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. 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 $1,049,719 which includes the money award amount, prejudgement interest of 9%, post judgement interest of 9% through October 31, 2010, attorney fees, and other costs and disbursements. The Judgment accrues interest at a rate of 9% per anuum. As of October 31, 2010 the former President and Chief Executive officer is owed a total of $1,112,032.

InNOTE ~~December 2007~~2 ~~the Company terminated its Executive Vice~~-~~President.~~ As of October 31, 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.EQUIPMENT

During the three months ended April 30, 2011 and 2010, and the period February 2, 2005 (Inception) to April 30, 2011 the Company recorded depreciation expense of $0, $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, 2011.

NOTE 3 – JUDGEMENT PAYABLE / ACCRUED SEVERANCE

In January 2008 the Company entered into a 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 April 30, 2010 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. 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 $1,049,719 which includes the money award amount, prejudgement interest of 9%, post judgement interest of 9% through October 31, 2010, attorney fees, and other costs and disbursements. The Judgment accrues interest at a rate of 9% per anuum. As of April 30, 2011 and January 31, 2011 the former President and Chief Executive officer is owed a total of $1,153,345 and $1,133,031, respectively.

In December 2007 the Company terminated its Executive Vice-President. As of January 31, 2011 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 ended January 31, 2007, the Company received $101,680 from a related party officer and director. The amount was 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, 2010, the Company 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. (See Note 6).

AsDuring ofthe ~~October~~three ~~31,~~months ~~2010~~ended ~~and~~April ~~January 31~~30, ~~2010~~2011 the ~~related~~Company ~~party~~received ~~officer~~$67,229 and ~~director~~repaid ~~is owed~~ a total of $6859,~~535~~462 ~~and $21,093,~~from ~~respectively and~~a ~~accrued~~related ~~interest~~party ofofficer ~~$12,499~~ and ~~$9,167, respectively~~director. The ~~Company~~amount ~~recorded~~is ~~interest~~due ~~expense~~ on ~~the~~demand ~~related party loans during the three~~ and ~~nine months~~bears ~~ended~~interest ~~October 31, 2010 and 2009~~ of ~~$2,006,~~10% ~~$3,332,~~per ~~$381~~annum. ~~and $1,032 respectively~~ (See Note 6).

As of April 30, 2011 and January 31, 2011 the related party officer and director is owed a total of $79,503 and $71,736, respectively and accrued interest of $16,356 and $14,370, respectively. The Company recorded interest expense on the related party loans during the three months ended April 30, 2011 and 2010 of $1,986 and $693, respectively (See Note 6).

NOTE 5 - INTELLECTUAL PROPERTY RIGHTS SALES AGREEMENT

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. 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 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.

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 are not entitled to 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 ~~July~~April 3130, ~~2010~~2011, we have not made any royalty payments.

As of October 31, 2008, we 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 October 31~~, ~~2010,~~and we ~~have~~ recorded a gain in liquidated damages of $84,949.

NOTE 6 – NOTES AND LOANS PAYABLE -RELATED PARTY

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.

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~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $4856,~~738~~363 and $3752,~~328~~613, respectively. AThe ~~new~~ note ~~was~~has ~~entered~~been ~~into~~extended ~~on August 31~~annually, ~~2008~~and ~~with~~currently amatures ~~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. A new note was entered into on August 31, 2010 with a new due date of August 30,~~ 2011. ~~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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $3237,~~598~~ 880 and $2435,~~631~~282, respectively. AThe ~~new~~ note ~~was~~has ~~entered~~been ~~into~~extended ~~on October 9~~annually, ~~2008~~and ~~with~~currently amatures ~~new due date of October 9, 2009. A new note was entered into~~ on October 9, ~~2009 with a new due date of October 9, 2010. A new note was entered into on October 9, 2010 with a new due date of October 8,~~ 2011. ~~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 31, 2010 and January 31, 2010 was $18,567 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. A new note was entered into on October 10, 2010 with a new due date of October 9, 2011 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.

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, ~~2010~~2011 and January 31, ~~2010~~2011 was $56,~~581~~631 and $36,~~997~~115, 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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~~April 3130, ~~2010~~2011 and January 31, ~~2010~~ 2011 was $1215,~~816~~348 and $814,~~996~~103, 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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 ~~Ocober~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $2,~~118~~457 and $12,~~470~~336, 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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, ~~2010~~2011 and January 31, ~~2010~~2011 was $67,~~175~~445 and $46,~~259~~821, 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $35,~~628~~733 and $~~454~~4,698, respectively. A new note was entered into on April 30, 2010 with a new due date of April 30, 2011. All other terms remained the same.

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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $3 5,~~526~~572 and $~~441~~4,566, respectively. A new note was entered into on May 28, 2010 with a new due date of May 27, 2011. All other terms remained the same.

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 3130, ~~2010~~2011 and January 31, 2011 and 2010 was $35,~~579~~656 and $~~447~~4,635, respectively. A new note was entered into on June 30, 2010 with a new due date of June 29, 2011. All other terms remained the same.

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 payable August 17, 2010. On December 22, 2009 the Company repaid accrued interest of $730. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $12,~~808~~858 and $~~226~~2,342, respectively. A new note was entered into on August 18, 2010 with a new due date of August 17, 2011. All other terms remained the same.

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 payable September 15, 2010. On December 22, 2009 the Company repaid accrued interest of $592. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $12,~~886~~980 and $~~236~~2,442, respectively. A new note was entered into on September 15, 2010 with a new due date of September 15, 2011. All other terms remained the same.

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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $24,~~857~~514 and $~~357~~3,699, respectively. A new note was entered into on October 1, 2010 with a new due date of September 30, 2011. All other terms remained the same.

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 payable October 21, 2010. On December 22, 2009 the Company repaid accrued interest of $368. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $12,~~881~~972 and $~~235~~2,435, respectively. A new note was entered into on October 22, 2010 with a new due date of October 21, 2011. All other terms remained the same.

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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $~~380~~601 and $48492, respectively. A new note was entered into on November 10, 2010 with a new due date of November 9, 2011. All other terms remained the same.

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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $~~576~~910 and $72746, respectively. A new note was entered into on November 20, 2010 with a new due date of November 19, 2011. All other terms remained the same.

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 ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $24,~~559~~044 and $~~320~~3,314, respectively. A new note was entered into on November 27, 2010 with a new due date of November 26, 2011. All other terms remained the same.

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 of common stock for the amount of $100 ($0.001 per share) in exchange for 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 has 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.

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.

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 year ended January 31, 2010, the Company recorded $90,000 as in-kind contribution of salary for services provided by its President.

During the ~~three~~year ~~and nine months~~ ended ~~October~~January 31, ~~2010~~2011, the Company recorded $2290,~~500~~000 ~~and $67,500, respectively~~ as in-kind contribution of salary for services provided by its President.

During the three months ended April 30, 2011, the Company recorded $22,500 as in-kind contribution of salary for services provided by its President.

NOTE 9 – COMMITMENTS

The Company leases office space on a month to month basis for $375 per month. The lease can be cancelled at any time with one month written notice.

~~ITEM~~Item 2. ~~MANAGEMENT'S~~ Management’s ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFor ~~FINANCIAL~~Plan ~~CONDITION~~of ~~AND RESULTS OF OPERATIONS~~Operation.

~~Caution~~The ~~Regarding~~following ~~Forward~~discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-~~Looking~~Q. ~~Information~~The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

~~Certain~~Plan ~~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.Operation

~~Such~~We ~~factors~~were ~~include,~~incorporated ~~among~~on ~~others~~February 2, ~~the~~2005 ~~following:~~in ~~international,~~the ~~national~~State ~~and~~of ~~local~~Delaware. ~~general~~We ~~economic~~have ~~and~~not ~~market~~had ~~conditions:~~any ~~demographic~~significant ~~changes;~~operations ~~the~~or ~~ability~~activities ofsince ~~the~~and ~~Company~~we toare ~~sustain,~~a ~~manage~~development orstage ~~forecast~~company. ~~its~~In ~~growth;~~September ~~the~~2006, ~~ability~~we ofwere ~~the~~actively ~~Company~~seeking to ~~successfully~~raise ~~make~~capital ~~and~~to ~~integrate~~implement ~~acquisitions;~~our ~~raw~~mail-order ~~material~~business ~~costs~~of ~~and~~delivering ~~availability;~~products ~~new~~from ~~product~~American ~~development~~directly ~~and~~to ~~introduction;~~the ~~existing~~Japanese ~~government~~consumer. ~~regulations~~In ~~and~~August ~~changes in~~2008, orafter ~~the~~accumulating ~~failure~~over to$2 ~~comply~~million ~~with~~in net losses, ~~government~~we ~~regulations;~~abandoned ~~adverse~~our ~~publicity;~~effort ~~competition;~~in the ~~loss~~mail-order ofbusiness ~~significant~~and ~~customers~~entered orinto ~~suppliers;~~a ~~fluctuations~~new ~~and~~business ~~difficulty~~of intrading ~~forecasting~~intellectual ~~operating~~property ~~results;~~rights. ~~changes~~We inhave ~~business~~been ~~strategy~~unsuccessful orsince ~~development~~we ~~plans;~~entered ~~business~~in ~~disruptions;~~ the ~~ability~~intellectual toproperty ~~attract~~rights ~~and~~trading ~~retain~~business. However ~~qualified~~it ~~personnel;~~is ~~the~~still ~~ability~~our intention to ~~protect~~generate ~~technology;~~revenue and ~~other~~profits ~~factors~~with ~~referenced~~our incurrent ~~this and previous filings~~business.

~~Given~~During ~~these~~the ~~uncertainties,~~next ~~readers~~12 ofmonths ~~this~~we ~~prospectus~~anticipate ~~and~~incurring ~~investors~~the ~~are~~following ~~cautioned~~costs ~~not~~related 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~~We ofdo ~~our~~not ~~nature~~believe ~~as a development stage company, it is unlikely that~~ we ~~could~~will ~~make a public sale of securities or~~ be able to ~~borrow~~meet ~~any~~these ~~significant~~costs ~~sum~~by revenue from ~~either~~operations ~~a commercial~~ or ~~private lender. We intend on financing operations primarily~~ through ~~funds~~fund ~~raised in private placements~~raising. ~~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 us.~~

As reflected in the accompanying financial statements, as of April 30, 2011, we have a working capital deficiency of $2,068,047, a stockholders’ deficiency of $2,067,572 and have a negative cash flow from operations of $7,750 for period reported and $1,698,979 from inception. We do not expect that we will be able to generate enough revenue from our operations to cover our expenses for the next 12 months. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future.

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 because of the condition of our operation and the nature as a development stage company. We intend to finance 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 us.

Capital Resources and Liquidity

OnAs ~~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%,~~April ~~with principle and interest due and payable on July 10~~30, ~~2008. Accrued interest at January 31~~2011, ~~2008~~we ~~was~~had ~~$20,148.~~cash ~~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~~ $3108.~~00.~~

OnWe ~~August~~do ~~28,~~not ~~2007,~~believe ~~the~~we ~~Company~~can satisfy ~~entered~~our ~~into~~cash arequirements for the next twelve ~~month~~months ~~unsecured~~from ~~note~~revenue ~~payable~~and ~~for~~through ~~$85,419. The~~funds ~~note~~raised ~~will~~in ~~accrue~~our ~~interest~~private atplacements. aWe ~~rate~~base ofthis ~~18%~~expectation, ~~with~~ ~~principle~~in ~~and~~part, ~~interest~~on ~~due~~the ~~and~~fact ~~payable~~that onwe ~~August~~may ~~30,~~not ~~2008.~~be ~~Accrued~~able ~~interest~~to generate atenough ~~October~~gross ~~31,~~profit ~~2010~~from ~~and~~our ~~January~~operations ~~31,~~to ~~2010~~cover ~~was~~our ~~$48,738~~operating ~~and~~expenses. ~~$37,328,~~We ~~respectively. A~~anticipate ~~new~~that ~~note~~depending ~~was~~on ~~entered~~market ~~into~~conditions onand ~~August~~our ~~31,~~plan ~~2008~~of ~~with~~operations, awe ~~new~~would ~~due~~incur ~~date~~operating oflosses ~~August~~in ~~31,~~the ~~2009~~foreseeable future. ~~All~~Our ~~other~~expectation ~~terms~~is ~~remained~~also ~~the~~based ~~same.~~upon Aour ~~new~~limited ~~note~~ability ~~was~~of ~~entered~~raising ~~into~~addition oncapital. ~~August~~We ~~31,~~plan ~~2009~~to ~~with~~raise aadditional ~~new~~capital ~~due~~to ~~date~~be ofused for operating ~~August 30~~capital, ~~2010~~through additional private placements. ~~All~~We ~~other~~have ~~terms~~not ~~remained~~identified ~~the~~any ~~same.~~sources Aof ~~new~~capital, ~~note~~lines ~~was~~of ~~entered~~credit ~~into~~or onloans ~~August~~at ~~31,~~this ~~2010~~time. ~~with~~We aare ~~new~~not ~~due~~certain ~~date~~if ofand ~~August~~when ~~30,~~we ~~2011.~~will ~~All~~be ~~other~~able ~~terms~~to ~~remained~~raise ~~the~~addition ~~same~~capital.

OnCompletion ~~October~~of ~~10,~~our ~~2007,~~plan ~~the~~of ~~Company~~operation ~~entered~~is ~~into~~subject ato ~~twelve~~attaining ~~month~~adequate ~~unsecured~~revenue ~~note~~and ~~payable~~through ~~for~~funds ~~$59,177. The~~raised ~~note~~from ~~will~~private ~~accrue~~placements. ~~interest~~In atthe aabsence ~~rate~~ of ~~18%, with~~our ~~principle~~projected revenues and ~~interest~~the ~~due~~absence ~~and~~of ~~payable~~additional oncapital ~~October~~we 9,may ~~2008.~~be ~~Accrued~~unable ~~interest~~to ~~at October~~proceed ~~31,~~with ~~2010~~our ~~and~~plan ~~January~~of ~~31,~~operations. ~~2010~~Our ~~was~~ability ~~$32,598 and~~to ~~$24,631,~~continue ~~respectively.~~as Aa ~~new~~going ~~note~~concern ~~was~~is ~~entered~~dependent ~~into~~ on ~~October~~our 9,ability ~~2008~~to ~~with~~raise aadditional ~~new~~capital ~~due~~and ~~date~~implement ofour ~~October~~business ~~9, 2009~~plan. ABased ~~new~~upon ~~note~~our ~~was~~expectation ~~entered~~described ~~into~~above, onthis ~~October~~raises 9,substantial ~~2009~~doubt ~~with~~about aour ~~new~~ability ~~due~~to ~~date~~continue ofas ~~October~~a 9,going ~~2010~~concern. A ~~new~~The ~~note~~financial ~~was~~statements ~~entered~~do ~~into~~not oninclude ~~October~~any 9,adjustments ~~2010~~that ~~with~~might abe ~~new~~necessary ~~due~~if ~~date~~we ofare ~~October~~unable 8,to ~~2011.~~continue ~~All~~as ~~other~~a ~~terms~~going ~~remained the same~~concern.

Notes

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 April 30, 2011 and January 31, 2011 was $56,363 and $52,613, respectively. The note has been extended annually, and currently matures on August 30, 2011.

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 30, 2011 and January 31, 2011 was $37,880 and $35,282, respectively. The note has been extended annually, and currently matures on October 9, 2011.

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 31, 2010 and January 31, 2010 was $12,816 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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 31, 2010 and January 31, 2010 was $2,118 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

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 31, 2010 and January 31, 2010 was $6,175 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. A new note was entered into on October 8, 2010 with a new due date of October 7, 2011. All other terms remained the same.

On April 3028, ~~2009,~~2008 the Company entered into a twelve month unsecured note payable for ~~5,000,000 Japanese Yen (Approximately~~ $5128,~~620)~~371. The note will accrue interest at a rate of 2018%, ~~per~~with ~~annum~~principle and isinterest due and payable on April 3027, ~~2010~~2009. OnAccrued ~~December~~interest 22at April 30, ~~2009~~2011 ~~the~~and ~~Company~~January ~~repaid~~31, ~~principal~~2011 ofwas $3015,~~396~~348 and ~~accrued~~$14,103, ~~interest~~respectively. ofOn $6April 28,~~675. Accrued~~ ~~interest~~2009, atthis note ~~October~~was 31extended to April 28, 2010 and ~~January~~on 31October 9, ~~2010~~2009, it was ~~$3,628~~further ~~and~~extended ~~$454~~to October 8, ~~respectively~~2010. A new note was entered into on ~~April~~October 308, 2010 with a new due date of ~~April~~October 307, 2011. All other terms remained the same.

On May 2822, ~~2009~~2008, the Company entered into a twelve month unsecured note payable for ~~2,000,000 Japanese Yen (Approximately~~ $204,~~627)~~814. The note will accrue interest at a rate of 2018% per annum and is payable May 2721, ~~2010~~2009. OnAccrued ~~December~~interest 22at April 30, ~~2009~~2011 ~~the~~and ~~Company~~January ~~repaid~~31, ~~accrued~~2011 ~~interest~~was of$2,457 and $2,~~351~~336, respectively. On ~~Accrued~~May ~~interest~~22, at2009, ~~October~~this 31note was extended to May 22, 2010 and ~~January~~on 31October 9, ~~2010~~2009; it was ~~$3,526~~further ~~and~~extended ~~$441~~to October 8, ~~respectively~~2010. A new note was entered into on ~~May~~October 288, 2010 with a new due date of ~~May~~October 277, 2011. All other terms remained the same.

On June 303, ~~2009~~2008, the Company entered into a twelve month unsecured note payable for ~~2,000,000 Japanese Yen (Approximately~~ $2014,~~936)~~229. The note will accrue interest at a rate of 2018% per annum and is payable June 292, ~~2010~~2009. OnAccrued ~~December~~interest 22at April 30, ~~2009~~2011 ~~the~~and ~~Company~~January ~~repaid~~31, ~~accrued~~2011 ~~interest~~was of$7,445 and $26,~~008~~821, respectively. ~~Accrued~~On ~~interest~~May at22, ~~October~~2009, 31this note was extended to May 22, 2010 and ~~January~~on 31October 9, ~~2010~~2009; it was ~~$3,579~~further ~~and~~extended ~~$447~~to October 8, ~~respectively~~2010. A new note was entered into on ~~June~~October 308, 2010 with a new due date of ~~June~~October 297, 2011. All other terms remained the same.

On ~~August~~April 1830, 2009, the Company entered into a twelve month unsecured note payable for 15,000,000 Japanese Yen (Approximately $1051,~~578~~620). The note will accrue interest at a rate of 20% per annum and is payable ~~August~~April 1730, 2010. On December 22, 2009 the Company repaid principal of $30,396 and accrued interest of $~~730~~6,675. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $15,~~808~~733 and $~~226~~4,698, respectively. A new note was entered into on ~~August~~April 1830, 2010 with a new due date of ~~August~~April 1730, 2011. All other terms remained the same. On April 30, 2011, a new note was entered into with a new due date of April 27, 2012, pursuant to which the Company agreed to pay the lender the principal amount of $ 30,396 on April 27, 2012 and one lump-sum interest payment of 20% APR on April 30, 2012.

On ~~September~~May 1528, 2009, the Company entered into a twelve month unsecured note payable for 12,000,000 Japanese Yen (Approximately $1120,~~031~~627). The note will accrue interest at a rate of 20% per annum and is payable ~~September~~May 1527, 2010. On December 22, 2009 the Company repaid accrued interest of $~~592~~2,351. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $1 5,~~886~~572 and $~~236~~4,566, respectively. A new note was entered into on ~~September~~May 1528, 2010 with a new due date of ~~September~~May 1527, 2011. All other terms remained the same. On May 27, 2011, a new note was entered into with a new due date of May 27, 2012, pursuant to which the Company agreed to pay the lender the principal amount of $ 20,627 and one lump-sum interest payment of 20% APR on May 27, 2012.

On ~~October~~June 130, 2009, the Company entered into a twelve month unsecured note payable for 12,~~500~~000,000 Japanese Yen (Approximately $1620,~~710~~936). The note will accrue interest at a rate of 20% per annum and is ~~due~~payable onJune ~~September 30~~29, 2010. On December 22, 2009 the Company repaid accrued interest of $~~751~~2,008. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, 2011 and 2010 was $25,~~857~~656 and $~~357~~4,635, respectively. A new note was entered into on ~~October~~June 130, 2010 with a new due date of ~~September~~June 3029, 2011. All other terms remained the same.

On ~~October~~August 2218, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $1110,~~000~~578). The note will accrue interest at a rate of 20% per annum and is payable ~~October~~August 2117, 2010. On December 22, 2009 the Company repaid accrued interest of $~~368~~730. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $12,~~881~~858 and $~~235~~2,342, respectively. A new note was entered into on ~~October~~August 2218, 2010 with a new due date of ~~October~~August 2117, 2011. All other terms remained the same.

On ~~November~~September 1015, 2009, the Company entered into a twelve month unsecured note payable for ~~200~~1,000,000 Japanese Yen (Approximately $211,~~223~~031). The note will accrue interest at a rate of 20% per annum and is payable ~~October~~September 915, 2010. On December 22, 2009 the Company repaid accrued interest of $51592. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $~~380~~2,980 and $482,442, respectively. A new note was entered into on ~~November~~September 1015, 2010 with a new due date of ~~November~~September 915, 2011. All other terms remained the same.

On ~~November~~October 201, 2009, the Company entered into a twelve month unsecured note payable for ~~300~~1,500,000 Japanese Yen (Approximately $316,~~369~~710). The note will accrue interest at a rate of 20% per annum and is ~~payable~~due ~~October~~on 19September 30, 2010. On December 22, 2009 the Company repaid accrued interest of $59751. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, 2011 ~~2010~~ was $~~576~~4,514 and $723,699, respectively. A new note was entered into on ~~November~~October 201, 2010 with a new due date of ~~November~~September 1930, 2011. All other terms remained the same.

On ~~November~~October 2722, 2009, the Company entered into a twelve month unsecured note payable for 1,~~300~~000,000 Japanese Yen (Approximately $1411,~~970~~000). The note will accrue interest at a rate of 20% per annum and is payable October 2721, 2010. On December 22, 2009 the Company repaid accrued interest of $~~205~~368. Accrued interest at ~~October~~April 3130, ~~2010~~2011 and January 31, ~~2010~~2011 was $2,~~559~~972 and $~~320~~2,435, respectively. A new note was entered into on ~~November~~October 2722, 2010 with a new due date of ~~November~~October 2621, 2011. All other terms remained the same.

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.

AsOn ofNovember ~~October~~10, 312009, ~~2010~~the ~~and~~Company ~~January~~entered 31into a twelve month unsecured note payable for 200,000 ~~2010~~Japanese ~~the~~Yen ~~related~~(Approximately ~~party~~$2,223). The ~~officer~~note ~~and~~will ~~director~~accrue isinterest ~~owed~~at a ~~total~~rate of ~~$68,535~~20% per annum and ~~$21~~ is payable October 9,~~093~~ 2010. On December 22, ~~respectively and~~2009 the Company repaid accrued interest of $~~12,499~~51. ~~and~~Accrued $9interest at April 30,~~167,~~ ~~respectively.~~2011 ~~The~~and ~~Company~~January ~~recorded~~31, ~~interest~~2011 ~~expense~~was on$601 ~~the~~and ~~related~~$492, ~~party~~respectively. ~~loans~~A ~~during~~new ~~the~~note ~~three~~was ~~and~~entered ~~nine months~~into ~~ended~~on ~~October~~November 3110, 2010 ~~and~~with ~~2009~~a new due date of ~~$2,006,~~November $39,~~332,~~ ~~$381~~2011. ~~and~~All ~~$1,032~~other ~~respectively~~terms remained the same.

AsOn 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 3119, 2010. On December 22, we2009 ~~had~~the ~~cash~~Company repaid accrued interest of $5659. Accrued interest at April 30, 2011 and January 31, 2011 was $910 and $746, respectively. A new note was entered into on November 20, 2010 with a new due date of November 19, 2011. All other terms remained the same.

WeOn doNovember ~~not~~27, ~~believe~~2009 wethe ~~can satisfy~~Company ~~our~~entered ~~cash~~into ~~requirements~~a ~~for the next~~ twelve ~~months~~month ~~from~~unsecured ~~revenue~~note ~~and~~payable ~~through funds raised in our private placements. We plan to raise additional capital to be used~~ for ~~operating~~ ~~capital.~~1,300,000 WeJapanese ~~intend~~Yen to(Approximately ~~raise these funds through additional private placements~~$14,970). The Wenote ~~have~~will ~~not~~accrue ~~identified~~interest ~~any sources of capital, lines of credit or loans~~ at ~~this~~a ~~time.~~rate ~~Completion~~ of ~~our~~20% ~~plan~~per ofannum ~~operation~~and is ~~subject~~payable toOctober ~~attaining~~27, ~~adequate revenue and through funds raised from private placements~~2010. WeOn ~~cannot~~December ~~assure~~22, ~~investors~~2009 ~~that adequate revenues will be generated. In~~ the ~~event~~Company werepaid ~~are~~accrued ~~not~~interest ~~successful~~of in$205. ~~reaching~~Accrued ~~our~~interest ~~initial~~at ~~revenue~~April ~~targets~~30, ~~Management~~2011 ~~believes~~and ~~that~~January it31, ~~will~~2011 ~~raise~~was ~~the~~$4,044 ~~funds required~~ and we$3,314, ~~would~~respectively. ~~then~~A benew ~~able~~note towas ~~proceed~~entered ~~with~~into ~~our~~on ~~business~~November ~~plan~~27, ~~for~~2010 ~~the~~with ~~development~~a ~~and~~new ~~marketing~~due date of ~~our~~November ~~products~~26, ~~and~~2011. ~~services~~All ~~along~~other ~~with~~terms remained the ~~commencement of our business activities in 2010~~same.

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.

As reflected in the accompanying unaudited financial statements, we are in the development stage, have a net loss of $3,712,907 from inception, working capital deficiency of $1,939,157 and a stockholders’ deficit of $1,963,235 as of October 31, 2010 and used cash in operations of $1,688,063 from inception. This raises substantial doubt about its ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are 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 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 Operations

We did not have any operating income from inception through October 31, 2010. For the three and nine months ended October 31, 2010, we recognized a net loss of $71,128 and $227,428 respectively and for the period from inception through October 31, 2010, we recognized a net loss of $3,712,907. Expenses for the three months ended October 31, 2010 were comprised of costs of professional fees of $5,831, compensation expense of $22,500, severance expense of $20,999 and general and administrative expenses of $2,114. Expenses for the nine months ended October 31, 2010 were comprised of costs of professional fees of $28,860, compensation expense of $67,500, severance expense of $62,313 and general and administrative expenses of $12,907.

For the three months ended October 31, 2009, we recognized a net loss of $50,580. Expenses for the period were comprised of costs of professional fees of $8,355, compensation of $22,500, and general and administrative expenses of $1,713. For the nine months ended October 31, 2009, we recognized a net loss of $153,934. Expenses for the period were comprised of costs of professional fees of $32,076, compensation of $67,500, and general and administrative expenses of $5,821.

Commitments

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~~2010, 300 Million Japanese Yen (Approximately $2,727,273)

On November 27, 2008, we notified Eiwa that we were unilaterally 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, 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 buyback 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~~2010, 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 ~~October~~April 3121, 2010, we have not made any royalty payments.

As of October 31, 2008, we have 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 October 31~~, ~~2010~~and we ~~have~~ recorded a gain in liquidated damages of $84,949.

Results of Operations

We did not have any operating income from inception through April 30, 2011. For the 3 months ended April 30, 2011, we recognized a net loss of $80,852 and for the period from inception through April 30, 2011, we recognized a net loss of $3,862,244. Total operating expenses for the three months ended April 30, 2011 were comprised of professional fees of $14,891, compensation expense of $22,500, severance expense of $20,314 and general and administrative expenses of $3,588.

For the three months ended April 30, 2010, we recognized a net loss of $75,526. Expenses for the period were comprised of professional fees of $11,521, compensation expense of $22,500, severance expense of $20,315 and general and administrative expenses of $3,457. The credit for severance expense was the result of us accruing more severance than was awarded by the court, and therefore the difference was recorded as an adjustment to the severance expense.

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 of 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 ~~our~~ 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

We do not have 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.

~~Not~~Smaller reporting companies are not required ~~for~~to ~~smaller~~provide ~~reporting~~the ~~Companies~~information required by this item.

Item 4T4. Controls and Procedures.

~~a) Evaluation~~We ofmaintain ~~Disclosure~~disclosure ~~Controls. Pursuant~~controls toand ~~Rule~~procedures as defined in Rules 13a-15(be) ~~under~~and ~~the~~15d-15(e) ~~Securities~~of the Exchange Act ofthat ~~1934~~are ~~(“Exchange~~designed ~~Act”),~~to ~~the~~ensure ~~Company~~that ~~carried~~information ~~out~~required anto ~~evaluation,~~be ~~with~~disclosed in our reports filed or submitted to the ~~participation~~SEC ofunder the ~~Company’s~~Exchange ~~management~~Act is recorded, ~~including~~processed, summarized and reported within the ~~Company~~time periods specified by the SEC’s ~~Chief~~rules ~~Executive~~and ~~Officer~~forms, ~~(“CEO”)~~and that information is accumulated and ~~Chief~~communicated ~~Financial~~to ~~Officer~~management, ~~(“CFO”)~~including (the ~~Company’s~~ principal ~~financial~~executive and ~~accounting~~financial officer) as appropriate, ofto ~~the~~allow ~~effectiveness~~timely ofdecisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer evaluated the ~~Company’s~~effectiveness of disclosure controls and procedures (as ~~defined~~of ~~under~~the period covered by this report, pursuant to Rule 13a-15(eb) under the Exchange Act). Based ason ofthat ~~the~~evaluation, ~~end of~~ the ~~period~~Chief ~~covered~~Executive byOfficer ~~this~~and ~~report.~~Chief ~~Based~~Financial ~~upon~~Officer ~~that~~concluded ~~evaluation~~that, as of the ~~Company’s~~end ~~CEO~~of ~~and~~the ~~CFO~~period ~~concluded~~covered ~~that~~by this report, the Company’s disclosure controls and procedures ~~are~~were not effective to ensure that information required to be ~~disclosed~~included ~~by the Company~~ in ~~the~~our ~~reports~~periodic ~~that~~SEC ~~the~~filings ~~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~~due ~~that such information is accumulated and communicated~~ to ~~the~~a ~~Company’s~~material ~~management,~~weakness ~~including~~indentified ~~the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure~~below.

~~(b) Changes~~A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~There~~In ~~have~~its ~~been~~assessment noof ~~changes~~the ineffectiveness ~~our~~of internal control over financial reporting ~~that~~for ~~occurred~~the ~~during~~quarterly period ended April 30, 2011, the ~~last~~Chief ~~fiscal~~Executive ~~quarter~~Officer and Chief Financial Officer determined that ~~has~~there ~~materially~~were ~~affected~~control deficiencies that constituted material weaknesses, orand such material weakness is ~~reasonably~~that ~~likely~~we tolack ~~materially~~a ~~affect,~~functioning ~~our~~audit ~~internal~~committee ~~control~~and ~~over~~segregation ~~financial~~of ~~reporting~~duties within accounting functions.

17Changes in Internal Control over Financial Reporting

~~PART~~No IIchanges -were ~~OTHER~~made ~~INFORMATION~~to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

~~There were no material developments to legal proceedings during the quarterly period ended October 31, 2010~~None.

Item 1A. Risk Factors.

~~Not~~Smaller ~~Applicable~~reporting companies are not required to ~~smaller~~provide ~~reporting~~the ~~companies~~information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed and 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

Exhibit Number		Description
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the 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 has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASPIRE JAPAN, INC.
Date: December 13, 2010	By:	/s/ Ken Osako
Dated: June 19, 2011	By:	/s/Kenji Osako
		Ken Osako
		Kenji Osako
		President, Chief Executive Officer, Chief Financial Officer
		President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

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