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 31, 2009

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

For the transition period from ______to______.

ASPIRE JAPAN, INC.

(Exact name of registrant as specified in Charter

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

5757 W. Century Blvd., Suite 700

Los Angeles, CA 90045

(Address of Principal Executive Offices)

_______________

(310) 348-7255

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of December 21, 2009: 7,854,150 shares of Common Stock.

ASPIRE JAPAN, INC.

FORM 10-Q

October 31, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T.	Control and Procedures	16


PART II--OTHER INFORMATION

Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

SIGNATURE

Item 1. Financial Information

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


	October 31,			January 31,
	2009			2009
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash	$	1,044		$	712
Prepaid expenses		11,638			-

TOTAL CURRENT ASSETS		12,682			712

OTHER ASSETS

Deposits		475			-

TOTAL ASSETS	$	13,157		$	712

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	20,398		$	41,973
Accrued interest		93,319			51,854
Accrued interest - related party		1,012			8,086
Accrued severance		1,442,317			1,442,317
Note payable		381,053			197,403
Loan payable -related party		-			57,452

TOTAL CURRENT LIABILITIES		1,938,099			1,799,085

LONG TERM LIABILITIES
Note payable		-			40,135

TOTAL LIABILITIES		1,938,099			1,839,220

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT

Preferred Stock - Par value $.001;
Authorized: 50,000,000
Issued and Outstanding: none		-			-
Common Stock - Par value $0.001;
Authorized: 100,000,000
Issued and Outstanding:7,854,150 and 7,854,150 respectively		7,854			7,854
Additional Paid-In Capital		1,656,896			1,589,396
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
Accumulated Deficit during development stage		(3,584,614	)		(3,430,680	)

Total Stockholders' Deficit		(1,924,942	)		(1,838,508	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	13,157		$	712

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

-1-

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)


													For the period
	For the Three Months Ended October 31,						For the Nine Months Ended October 31,						February 2, 2005 (inception) to
	2009			2008			2009			2008			October 31, 2009


Revenue	$	-		$	-		$	-		$	-		$	-

Operating Expenses

Professional Fees		8,355			12,884			32,076			61,391			363,127
Marketing Expenses		-			-			-			-			156,562
Consulting Fees		-			15,000			-			45,000			206,510
Compensation Expense		22,500			22,500			67,500			67,500			438,531
Severance Expense		-			-			-			322,889			1,472,317
General and administrative		1,713			6,882			5,821			84,677			883,166

Total Operating Expenses		32,568			57,266			105,397			581,457			3,520,213

Loss from Operations		(32,568	)		(57,266	)		(105,397	)		(581,457	)		(3,520,213	)

Interest Income		-			-			-			12			2,630
Foreign Currency Transaction Loss		(1,071	)		(912	)		(3,620	)		(839	)		(6,163	)
Gain on liquidated damages		-			-			-			.			84,949
Interest Expense		(16,941	)		(11,809	)		(44,917	)		(48,952	)		(145,817	)

Total Other Income/Expense		(18,012	)		(12,721	)		(48,537	)		(49,779	)		(64,401	)

Provision for Income Taxes		-			-			-			-			-

Net Loss		(50,580	)		(69,987	)		(153,934	)		(631,236	)		(3,584,614	)

Other Comprehensive Income / (Loss)
Other Comprehensive Income		-			-			-			-			-
Foreign Currency Translation Loss		-			(655,199	)					(655,138	)		(5,078	)

Comprehensive Loss	$	(50,580	)	$	(725,186	)	$	(153,934	)	$	(1,286,374	)	$	(3,589,692	)

Net Loss Per Share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.08	)

Weighted average number of shares outstanding during the period - basic and diluted		7,854,150			7,854,150			7,854,150			7,820,847

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

-2-

Aspire Japan, Inc.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (February 2, 2005) through October 31, 2009
(Unaudited)

											Accumulated
	Preferred Stock				Common Stock				Additional		Deficit During			Other Comprehensive
	Shares		Par		Shares		Par		Paid In Capital		Development Stage			Income (Loss)			Total Equity

Stock Issued in exchange
of incorporation expenses
February 2, 2005		-	$	-		100,000	$	100	$	-	$	-		$	-		$	100

Net Loss for the period
February 2, 2005 (inception)
to January 31, 2006												(2,225	)		-			(2,225	)

Balance, January 31, 2006		-		-		100,000		100		-		(2,225	)		-			(2,125	)

Stock Issued for cash on
September 15, 2006 at $0.001
per share from private placement		-		-		6,700,000		6,700		-		-			-			6,700

Stock Issued for cash on
November 6, 2006 at $1.00		-		-		275,000		275		274,725		-			-			275,000
per share from private placement

In Kind contribution		-		-		-		-		7,000		-			-			7,000

Net Loss		-		-		-		-		-		(37,393	)		-			(37,393	)

Balance, January 31, 2007		-		-		7,075,000		7,075		281,725		(39,618	)		-			249,182

Stock Issued for cash on
April 16, 2007 at $1.00
per share from private placement		-				20,000		20		19,980		-			-			20,000

Stock Issued for cash on
April 18, 2007 at $1.00
per share from private placement		-				10,000		10		9,990		-			-			10,000

Stock Issued for cash on
April 19, 2007 at $1.00
per share from private placement		-				15,000		15		14,985		-			-			15,000

Stock Issued for cash on
April 20, 2007 at $1.00
per share from private placement		-				30,000		30		29,970		-			-			30,000

Stock Issued for cash on
April 25, 2007 at $1.00
per share from private placement		-				260,000		260		259,740		-			-			260,000

Stock Issued for cash on
April 26, 2007 at $1.00
per share from private placement		-				100,000		100		99,900		-			-			100,000

Stock Issued for services in
April 2007 at $1.00		-				100,000		100		99,900					-			100,000

Stock Issued in exchange
for legal expenses
June 30, 2007 at $1.00		-				50,000		50		49,950		-			-			50,000

In Kind contribution		-				-		-		51,000		-			-			51,000

Net Loss for the year		-				-		-		-		(2,108,895	)		-			(2,108,895	)
ended January 31, 2008

Other Comprehensive Income		-				-		-		-		-			(5,139	)		(5,139	)

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		-		-		-		-		67,500		-			-			67,500

Net Loss for the nine months
ended October 31, 2009		-		-		-				-		(153,934	)					(153,934	)

Other Comprehensive Income																		-

Total Comprehensive Loss																		(153,934	)
Balance October 31, 2009		-	$	-		7,854,150	$	7,854	$	1,656,896	$	(3,584,614	)	$	(5,078	)	$	(1,924,942	)

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

-3-

Aspire Japan, Inc.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)



							For the period
							February 2,
	For The Nine Months ended October 31,						2005 (inception) to
	2009			2008			October 31, 2009


Cash Flows From Operating Activities:
Net Loss	$	(153,934	)	$	(631,236	)	$	(3,584,614	)

Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		67,500			67,500			215,500
Stock issued for incorporation expense		-			-			100
Stock issued for services		-			-			150,000
Impairment of property and equipment		-			-			2,388
Depreciation		-			1,199			2,429
Changes in operating assets and liabilities:
(Increase)/Decrease in Deposits		(475	)		8,137			(475	)
(Increase)/Decrease in Prepaid Expenses		(11,638	)		2,726			(11,638	)
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		(21,575	)		682,585			20,398
Increase/ (Decrease) in Accrued Interest		34,391			47,869			134,208
Increase in advances		-			84,949			-
Increase in Accrued Severance		-			312,889			1,442,317

Net Cash Provided by (Used In) Operating Activities		(85,731	)		576,618			(1,629,387	)

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

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

Cash Flows From Financing Activities:
Cash overdraft		-			197			-
Proceeds from Note Payable		143,515			85,950			923,626
Repayment of Note Payable - related party		(77,462	)		(265,474	)		(594,966	)
Proceeds from Note Payable - related party		20,010			230,044			594,966
Proceeds from Common Stock issuance		-			-			716,700

Net Cash Provided by Financing Activities		86,063			50,717			1,640,326

Net Increase in Cash		332			627,335			6,122

Effect of Exchange Rate on Cash		-			(655,138	)		(5,078	)

Cash at Beginning of Period		712			27,884			-

Cash at End of Period	$	1,044		$	81		$	1,044

Supplemental disclosure of cash flow information:

Cash paid for interest	$	10,145		$	516		$	516

Cash paid for taxes	$	-		$	-		$	-

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 condensed unaudited financial statements.

-4-

Aspire Japan, Inc.

(a development stage company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of OCTOBER 31, 2009

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. The Company has not had any significant operations or activities from inception; accordingly, the Company is deemed to be in the development stage.

Basis of Presentation

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

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

Use of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those results.

Revenue Recognition

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

Cash and Cash Equivalents, and Credit Risk:

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

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

Property and Equipment

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

Advertising Costs

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

Reclassification of Prior Period Accounts

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

-5-

Going Concern

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss of $3,584,614 from inception, a working capital deficiency of $1,925,417 and a stockholders’ deficiency of $1,924,942 as of October 31, 2009 and used cash in operations of $1,629,387 from inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital and establish probable or proven reserves. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Stock Compensation

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

Fair Value of Financial Instruments

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

Foreign Currency Translation

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

Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under FASB Accounting Standards Codification No. 260 - Earnings Per Share. Diluted EPS reflects the potential dilution of securities that could share in the earnings. As of October 31, 2009 and 2008 there were no common share equivalents outstanding.

Recent Accounting Pronouncements

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 – Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

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

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

-6-

NOTE 2 - PROPERTY AND EQUIPMENT

During the three and nine months ended October 31, 2008, and the period February 2, 2005 (Inception) to October 31, 2009 the Company recorded depreciation expense of $399, $1,199 and $2,429 respectively. As of January 31, 2009 the Company deemed all computers impaired and recorded an impairment expense of $2,388.

NOTE 3 – 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 January 31, 2009 the Company paid a total of $30,000 and is currently in default of the agreement. In February 2009 the former President and Chief Executive Officer filed a law suit against the Company and the current President and Chief Executive Officer claiming total damages of $1,205,587. At this time the company has not answered such complaint and is currently considering its options. During the year ended January 31, 2009 the Company accrued additional severance expenses of $1,005,587 in accordance with the default under the settlement agreement. As of October 31, 2009 the former President and Chief Executive officer is owed a total of $1,205,587.

In December 2007 the Company terminated its Executive Vice-President. As of December 2008 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.

-7-

NOTE 4 - RELATED PARTY TRANSACTIONS

During the year ending January 31, 2007, the Company received $101,680 from a related party officer and director. The amount is due in July 2007 and bears interest of 6% per annum. (See Note 6).

During the year ended January 31, 2008, the Company received $5,835 from a related party officer and director. The amount is due on demand and bears interest of 6% per annum. (See Note 6).

During the year ended January 31, 2008, the Company repaid $105,326 of the note payable to the related party officer and director. (See Note 6).

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

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

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

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

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

NOTE 5 - INTELLECTUAL PROPERTY RIGHTS SALES AGREEMENT

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

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

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

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

4.	October 31, 2008, 300 Million Japanese Yen (Approximately $2,727,273)

On November 27, 2008 the Company notified Eiwa that it was canceling the agreement. The Company has not made any payments and is in default under the payment terms of the agreement. If Eiwa doesn’t agree to cancel the agreement, we might be required to make the payments as per the agreement.

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

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.	October 31, 2008, 1 Billion Japanese Yen (Approximately $9,090,909)

Pursuant to the agreement the Company is 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 their best efforts to market the product in the United States. As of September 15, 2008 the Company has not made any royalty payments.

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

-8-

NOTE 6 – NOTES AND LOANS PAYABLE -RELATED PARTY

During the year ending January 31, 2007, the Company received $101,680 from a related party officer and director. The amount is 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 is 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, 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 31, 2009 and January 31, 2009 was $33.263 and $21,863, respectively. A new note was entered into on August 31, 2008 with a new due date of August 31, 2009. All other terms remained the same. A new note was entered into on August 31, 2009 with a new due date of August 30, 2010. All other terms remained the same.

On October 10, 2007, the Company entered into a twelve month unsecured note payable for $59,177. The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 9, 2008. Accrued interest at October 31, 2009 and January 31, 2009 was $21,946 and $13,979, respectively. A new note was entered into on October 9, 2008 with a new due date of October 9, 2009. A new note was entered into on October 9, 2009 with a new due date of October 8, 2010. All other terms remained the same.

On October 12, 2007, the Company entered into a twelve month unsecured note payable for $33,767. The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 11, 2008. Accrued interest at October 31, 2009 and January 31, 2009 was $12,489 and $7,943. A new note was entered into on October 11, 2008 with a new due date of October 11, 2009. A new note was entered into on October 11, 2009 with a new due date of October 10, 2010. All other terms remained the same.

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

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

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

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

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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 31, 2009 and January 31, 2009 was $3,463 and $1,880, respectively. On March 13, 2009 this note was extended to March 31, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 28, 2008 the Company entered into a twelve month unsecured note payable for $28,371. The note will accrue interest at a rate of 18%, with principle and interest due and payable on April 27, 2009. Accrued interest at October 31, 2009 and January 31, 2009 was $7,709 and $3,890, respectively. On April 28, 2009, this note was extended to April 28, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

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

On June 3, 2008, the Company entered into a twelve month unsecured note payable for $14,229. The note will accrue interest at a rate of 18% per annum and is payable June 2, 2009. Accrued interest at October 31, 2009 and January 31, 2009 was $3,614 and $1,698, respectively. On May 22, 2009, this note was extended to May 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

On April 30, 2009, the Company entered into a twelve month unsecured note payable for 5,000,000 Japanese Yen (Approximately $51,620). The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010. Accrued interest at October 31, 2009 was $5,204.

On May 28, 2009, the Company entered into a twelve month unsecured note payable for 2,000,000 Japanese Yen (Approximately $21,214). The note will accrue interest at a rate of 20% per annum and is payable May 31, 2010. Accrued interest at October 31, 2009 was $1,813.

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. Accrued interest at October 31, 2009 was $1,411.

On August 18, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $10,578). The note will accrue interest at a rate of 20% per annum and is August 17, 2010. Accrued interest at October 31, 2009 was $429.

On September 15, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $11,031). The note will accrue interest at a rate of 20% per annum and is September 15, 2010. Accrued interest at October 31, 2009 was $284.

On October 1, 2009, the Company entered into a twelve month unsecured note payable for 1,500,000 Japanese Yen (Approximately $17,130). The note will accrue interest at a rate of 20% per annum and is September 30, 2010. Accrued interest at October 31, 2009 was $282.

On October 22, 2009, the Company entered into a twelve month unsecured note payable for 1,000,000 Japanese Yen (Approximately $11,007). The note will accrue interest at a rate of 20% per annum and is October 21, 2010. Accrued interest at October 31, 2009 was $60.

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NOTE 8 -- STOCKHOLDERS' EQUITY

Common and Preferred Stock:

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

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

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

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

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

During April 2007, the Company issued 100,000 shares of common stock valued at a recent cash offering price of $100,000 or $1.00 per share to a consultant for providing strategic planning services. The Company is 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.

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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 nine months ended October 31, 2009, the Company recorded $67,500 as in-kind contribution of salary for services provided by its President.

NOTE 9 – SUBSEQUENT EVENTS

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 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 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.

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

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

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

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

Caution Regarding Forward-Looking Information

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

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

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

Plan of Operations

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

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

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

Capital Resources and Liquidity

We are currently financing operations primarily through funds raised in private placements August 30, 2006, November 30, 2006, and April 2007. In August 2006, we completed an offering in which we raised a total of $6,700. In November 2006, we completed an offering in which we raised a total of $275,000. In April 2007, we raised $435,000. As of October 31, 2009, we had cash of $1,044.

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

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

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We do not believe we can satisfy our cash requirements for the next twelve months from revenue and through funds raised in our private placements. We plan to raise additional capital to be used for operating capital. We intend to raise these funds through additional private placements. We have not identified any sources of capital, lines of credit or loans at this time. Completion of our plan of operation is subject to attaining adequate revenue and through funds raised from private placements. We cannot assure investors that adequate revenues will be generated. In the event we are not successful in reaching our initial revenue targets, Management believes that it will raise the funds required and we would then be able to proceed with our business plan for the development and marketing of our products and services along with the commencement of our business activities in 2009.

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

Our financial 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. We have a net loss of $3,584,614 from inception, a working capital deficiency of $1,925,417 and a stockholders’ deficiency of $1,924,942 as of October 31, 2009 and used cash in operations of $1,629,387 from inception. These factors raise substantial doubt about our 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 we will be successful in continuing to raise additional capital and establish probable or proven reserves. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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

Results of Operation

We did not have any operating income from inception through October 31, 2009. For the three months ended October 31, 2009, we recognized a net loss of $50,580 and for the period from inception through October 31, 2009, we recognized a net loss of $3,584,614. Expenses for the period were comprised of costs of professional fees of $8,355, compensation expense of $22,500, and general and administrative expenses of $1,713. For the three months ended October 31, 2008, we recognized a net loss of $69,987. Expenses for the period were comprised of costs of professional fees of $12,884, consulting fees of $15,000, compensation of $22,500, and general and administrative expenses of $6,882. The decrease in net loss during the three months ended October 31, 2009 was due to the payment of consulting fees during the three months ended October 31, 2008 which did not need to be paid during the fiscal year ended October 31, 2009.

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

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Commitments

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

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

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

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

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

On November 27, 2008 we notified Eiwa that we were canceling the agreement and we have not made any payments and are in default under the payment terms of the agreement.

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

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

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

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

Pursuant to the agreement we are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $121,273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of September 15, 2008 we not made any royalty payments.

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

SUBSEQUENT EVENTS

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

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Critical Accounting Policies

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

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

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

Not Applicable to smaller reporting companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4T. Controls and Procedures

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

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

Item 1A. Risk Factors.

Not Applicable to smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6. Exhibits

(a) Exhibits

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

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

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SIGNATURES

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

	ASPIRE JAPAN, INC.

Date: December 21, 2009	By:	/s/ Ken Osako
		Ken Osako
		President, Chief Executive Officer, Chief Financial Officer

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ASPIRE JAPAN, INC. 10-Q