UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

(Mark One)

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

For The Fiscal Year Ended January 31, ~~2009~~2010

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

Commission File No. 000-51193

ASPIRE JAPAN, INC.
(Exact name of issuer as specified in its charter)
Delaware	20-8326081
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5757 W. Century Blvd., Suite 700 Los Angeles, CA	90045
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (310) 348-7255

ASPIRE JAPAN, INC.

(Exact name of issuer as specified in its charter)

Delaware		20-8326081
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5757 W. Century Blvd., Suite 700 Los Angeles, CA		90045
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 348-7255

Securities registered under Section 12(b) of the Exchange Act:	None.

Securities registered under Section 12(g) of the Exchange Act:	Common stock, $.001 par value per share.
	(Title of class)

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

Yes o No x

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

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. 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).

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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on ~~January~~July 31, 2009 based on a closing price of $6.25 was approximately $7,~~775~~776,~~937~~938.

As of May 18 12, ~~2009~~2010, the registrant had 7,854,150 shares of common stock issued and outstanding.

Documents Incorporated by Reference:

None.

TABLE OF CONTENTS

PART I
ITEM 1.	DESCRIPTION OF BUSINESS	1
ITEM 1A.	RISK FACTORS	2
ITEM 2.	PROPERTIES	2
ITEM 3.	LEGAL PROCEEDINGS	2
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	2
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2
ITEM 6.	SELECTED FINANCIAL DATA	3
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	79
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	810
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2024
ITEM 9A(T).	CONTROLS AND PROCEDURES	2024
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2125
ITEM 11.	EXECUTIVE COMPENSATION	2126
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	2227
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2327
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	2328
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	28
SIGNATURES		2429

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Corporate History

WeAspire ~~were~~ Japan, Inc.was incorporated ~~under~~on ~~the~~February ~~laws~~2, of2005 in the State of Delaware ~~on February 2, 2005~~. ~~On July~~In 7,September 2006, ~~Ken~~we ~~Osako~~became ~~obtained~~actively ~~all~~engaged ofin ~~our~~raising ~~shares~~capital ofin ~~common~~order ~~stock~~to ~~and~~implement ~~changed our~~its ~~name~~business plan to ~~Dream~~deliver ~~Media,~~products ~~Inc.~~from OnAmerican ~~May~~sources ~~23,~~directly ~~2007~~to wethe ~~changed~~Japanese ~~our~~consumer ~~name~~in tothe ~~Aspire Japan,~~form ~~Inc~~of mail-order business. ~~(“Aspire~~In ~~Japan”)~~August to2008, ~~better~~after ~~reflect~~accumulating ~~our~~over ~~business~~$2 ~~plan~~million, ofwe decided to abandon the mail-order business ~~operation~~and inentered ~~Japan~~into at the ~~time.~~Intellectual ~~The~~Property ~~mail-order~~Rights ~~business~~Trading ~~was subsequently~~Business ~~abandoned~~which inwe ~~August~~have ~~2008~~been ~~when~~unsuccessful wein to date. ~~entered into intellectual~~However ~~property~~we ~~trading~~still ~~agreements~~intend ~~with~~to ~~two~~generate ~~third-party companies~~revenue ~~representing~~and aprofits ~~seller~~with ~~and~~the aIntellectual ~~buyer~~Property Rights Trading Business. AsWe ahave not ~~result~~had ~~our~~any ~~primary~~significant ~~focus became~~operations ~~trading~~or ~~and~~activities ~~brokering~~from ~~intellectual~~inception; ~~property~~accordingly, ~~rights~~we are to be in the development stage. Ken Osako is our Chairman of the Board and Chief Financial Officer, as well as our controlling stockholder. Our main office is located at 5757 W. Century Blvd., Suite 700, Los Angeles, CA 90045 and the telephone number is (310) 348-7255.

The Company

We seek to buy and broker Intellectual Property Rights to generate income in the future. We intend to sell purchased Intellectual Property Rights to the prospective buyers. We have entered into the first set of Intellectual Property purchase and sales agreements in August 2008. Our initial plan was to purchase the toilet water purification and re-circulation system for the non-sewage available area and then to sell this Intellectual Property Rights to the buyer. However, the buyer of the project could not meet the financial obligations despite a sales and the payment agreement. Therefore, we could not generate income from this transaction and instead suffered a financial loss from this transaction. For future transactions, we will ensure that the buyers of the Intellectual Property Rights have the financial capability to pursue the transactions before enter into any purchase agreements. Ultimately it is our intention to generate income from the brokerage service and buying-and-selling of the Intellectual Property Rights.

Products and Services

Our principal business activity will be the buying- and- selling of ~~the~~intellectual ~~Intellectual Property~~property ~~Rights~~rights. Intellectual ~~Property~~property ~~Rights~~rights are tradable, identifiable, and legally protected assets. Common forms of intellectual property rights ~~are:~~ include patents, copyrights, trademarks, trade secrets, know-how, and franchises. ~~In many cases, intellectual property rights usually provide creators of original works economic incentive to develop and share ideas through a temporary monopoly in the business world.~~

In the business of ~~buying-and-selling~~brokering the purchase and ~~brokering~~sale ~~the~~of ~~Intellectual~~intellectual ~~Property~~property ~~Rights~~rights, the valuation of ~~the~~such ~~Intellectual~~rights ~~Property Rights~~ is ~~very~~ a challenging ~~and extremely~~but important part of the process. ~~Since~~We ~~we do not have any expertise in the valuation of Intellectual Property Rights, we~~ will rely on third party ~~professional~~professionals ~~opiniond~~ to value the ~~Intellectual~~intellectual ~~Property~~property ~~Rights~~rights. We do not have contracts with specific vendors or partners to conduct valuation service for the ~~Intellectual~~ ~~Property~~intellectual ~~rights~~property ~~and will try to get several different opinions on each transaction~~rights.

To conduct our business, we are searching for ~~Intellectual~~ intellectual ~~Property Rights~~property rights that are valued with the net cash flow approach with the market consideration of only one market. Some of the ~~Intellectual~~intellectual ~~Property~~property ~~Rights~~rights such as the combination of patents and the business know-how only contains a net cash flow approach with only one market; however, the valuation of such an intellectual property can increase with the addition of the other markets. We are trying to capitalize on this difference of the valuation with one market vs. the valuation with several markets.

Revenue Streams

We intend to generate revenues from ~~two~~brokering ~~sources;~~ the ~~primary~~purchase ~~source~~and ~~for~~sale ~~the revenue will be in a form~~ of ~~the mark-up on the~~ intellectual property rights, ~~that~~and ~~has~~collecting ~~a higher valuation with several new markets in~~ the ~~selling~~mark-up ~~valuation price. We will focus only~~ on ~~the~~such ~~intellectual property rights that can have higher valuation of at least 100% from the original valuation when the new markets are added~~transactions.

Additionally, we intend to generate revenue from brokering Intellectual Property Rights.

Marketing

We plan to position ourselves as a value added bridge for ~~the Intellectual Property Rights~~ sellers and buyers of intellectual property rights. We intend to create an extensive proprietary database of buyer and seller information through athe use of the internet and various small business networks ~~such as small business associations~~ throughout the world. We ~~have~~ ~~not yet developed our database; however, we~~ are working to build a database ~~system~~ and ~~networks~~network to market our services and our business.

-1-

Competition

The Intellectual Property Rights trading businesses are highly competitive. Our competitors include, but not limited to, the some government agencies, law firms specialized in intellectual properties, and intellectual property trading companies. Most of our competitors have much greater financial, marketing, and human resources than we have.

~~The Internet~~Online ~~online~~ marketing activity is rapidly evolving and intensely competitive. Many competitors in this area have greater financial, technical and marketing resources than the Company. ~~Many~~Database ~~news-related sites, weblogs and other online publishers syndicate their content as an RSS Feed to whomever wants it, database~~ management, logistics and database management technologies ~~and the expansion of existing technologies~~ may increase the competitive pressures on online business marketers, including the Company.

-1-

Employees

We currently have no employees other than Ken Osako who is our sole officer and director.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

ITEM 2. DESCRIPTION OF PROPERTY.

We presently maintain our principal offices at an executive office located 5757 W. Century Blvd., Suite 700, Los Angeles, CA 90045 and the telephone number is (310) 348-7255. We do not own real estate.

ITEM 3. LEGAL PROCEEDINGS.

OnIn ~~or about~~January ~~May~~2008 ~~15, 2007,~~ we entered into ana ~~employment~~separation agreement ~~whereby~~with ~~David Nakajima~~our ~~would~~former ~~act as~~ President and Chief ~~Marketing~~Executive Officer pursuant to whichee agreed to pay him a total of ~~Aspire~~$230,000. OnThe ~~or about~~payment ~~January~~terms 4,were ~~2008~~as follows $30,000 ~~the~~monthly ~~parties~~beginning ~~entered~~January ~~into~~31, 2008 and a ~~Separation~~final ~~Agreement~~payment ~~and General~~of ~~Release~~$50,000 ~~which~~payable ~~sought~~July to31, ~~terminate~~2008. As ~~the~~of January ~~employment~~31, ~~relationship~~2010 ~~between~~ the ~~parties.~~Company Bypaid ~~the~~a ~~terms~~total of ~~the~~$30,000 ~~Separation~~and ~~Agreement,~~is ~~Aspire~~currently ~~agreed~~in todefault ~~pay~~of Mrthe agreement. ~~Nakajima~~ In February 2009 the ~~amount~~former ofPresident ~~$230,000~~and inChief ~~lieu~~Executive ofOfficer ~~severance~~filed ~~payments~~a ~~under~~law ~~the~~suit ~~terms~~against ~~of the~~us ~~Employment~~and ~~Agreement,~~our ~~which~~current ~~amount~~President ~~was~~and toChief beExecutive ~~paid~~Officer atclaiming ~~the~~total ~~rate~~damages of $301,~~000~~205,587. On ~~per month~~May on18, 2009 the ~~last~~former ~~day~~President ofand ~~each~~Chief ~~month~~Executive ~~commencing~~Officer ~~January~~obtained ~~2008,~~a ~~with~~default ajudgment ~~final payment~~in the amount of $501,~~000~~049,719 towhich beincludes ~~made~~the onmoney ~~July~~award 31amount, ~~2008. Mr.~~prejudgment ~~Nakajima~~interest ~~received payment~~ of ~~$20~~9%,~~000~~ onpost judgment interest of 9% through January 31, ~~2008~~2010, attorney fees, and another ~~additional~~costs ~~payment~~and disbursements. The judgment accrues interest at a rate of ~~$10,000~~9% ~~on or~~per ~~before~~annum. ~~February~~As 15of January 31, ~~2008.~~2010 ~~Since~~the ~~that~~former ~~date~~President noand ~~additional~~Chief ~~payments~~Executive ~~have~~officer ~~been made~~is owed a total of $1,049,719.

In ~~March 2009~~December 2007 we ~~were~~ ~~served~~terminated ~~with~~our aExecutive ~~lawsuit by Mr~~Vice-President. ~~Nakajima~~ ~~based~~As onof January ~~the above. At~~31, ~~this~~2010 ~~time~~ we have not ~~answered~~entered ~~such~~into any ~~complaint~~settlement agreement with the former Executive Vice-President and wehas recorded ~~currently considering~~accrued ~~our~~severance ~~options~~in ~~with~~the ~~regard~~amount of $236,730 pursuant to ~~this~~the ~~claim~~terms of his employment agreement.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has traded on the OTC Bulletin Board system under the symbol “ASJP” since November 19, 2007.

The following table sets forth the high and low trade information for our common stock for each quarter since wethe ~~began~~quarter ~~trading~~ending onJanuary ~~November 19~~31, ~~2007~~2009. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

-2-

Quarter ended	Low Price		High Price
April 30, 2008	$	3.00	$	3.25
January 31, 2009	$	6.25	$	6.25
July 31, 2008	$	3.25	$	3.25
April 30, 2009	$	6.25	$	6.25
October 31, 2008	$	3.25	$	4.25
July 31, 2009	$	6.25	$	6.25
January 31, 2009	$	1.25	$	6.25
October 31, 2009	$	6.25	$	6.25
January 31, 2010	$	6.25	$	8.50

Holders

As of May 18 12, ~~2009~~2010 in accordance with our transfer agent records, we had approximately 50 record holders of our Common Stock.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common ~~stock,~~ ~~when issued pursuant to this offering~~stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Stock Option Grants

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable for smaller reporting companies.

ITEM 7. 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.

-3-

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

~~-3-~~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 us.

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 January 31, 2009, we had cash of $712.

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

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

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

As of January 31, 2009 and 2008 the related party officer and director is owed a total of $57,452 and $71,587, respectively and accrued interest of $8,086 and $1,610, respectively. We recorded interest expense during the year ended January 31, 2009 and 2008 of $7,557 and $516 respectively.

On July 11, 2007, we entered into a twelve month unsecured note payable for $200,000. The note accrued 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 we converted the principle and accrued interest of $24,784 into 74,928 common shares of our common stock at a conversion price of $3.00.

On August 28, 2007, we entered into a twelve month unsecured note payable for $85,419. The note accrues interest at a rate of 18%, with principle and interest due and payable on August 30, 2008. Accrued interest at January 31, ~~2009~~2010 and ~~2008~~2009 was $2137,~~863~~328 and $621,~~445~~863, respectively. A new note was entered into on August 31, 2008 with a new due date of August 30, 2009. All other terms remained the same. 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 10, 2007, we entered into a twelve month unsecured note payable for $59,177. The note accrues interest at a rate of 18%, with principle and interest due and payable on October 9, 2008. Accrued interest at January 31, ~~2009~~2010 and ~~2008~~2009 was $~~13.979~~24,631 and $313,~~298~~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, we entered into a twelve month unsecured note payable for $33,767. The note accrued interest at a rate of 18%, with principle and interest due and payable on October 11, 2008. Accrued interest at January 31, ~~2009~~2010 and ~~2008~~2009 was $714,~~943~~021 and $17,~~848~~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, we entered into a twelve month unsecured note payable for $9,040. The note accrued 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 we converted the principle and accrued interest of $566 into 3,202 common shares of our common stock at a conversion price of $3.00.

On November 15, 2007, we entered into a twelve month unsecured note payable for $78,456. The note accrued 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 we converted the principle and accrued interest of $4,798 into 27,751 common shares of our common stock at a conversion price of $3.00.

On November 26, 2007, we entered into a twelve month unsecured note payable for $64,391. The note accrued 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 we converted the principle and accrued interest of $3,588 into 22,660 common shares of our common stock at a conversion price of $3.00.

On December 28, 2007, we entered into a twelve month unsecured note payable for $127,627. The note accrued 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 we converted the principle and accrued interest of $5,098 into 44,242 common shares of our common stock at a conversion price of $3.00.

-4-

On ~~January~~ 31December 28, ~~2008~~2007, we entered into a twelve month unsecured note payable for $36127,~~284~~627. The note accrued interest at a rate of 18%, with principle and interest due and payable on ~~January~~December 3129, ~~2009~~2008. Accrued interest at January 31, 2008 was $0.2,140 On March 18, 2008 we converted the principle and accrued interest of $~~841~~ 5,098 into 1244,~~375~~242 common shares of our common stock at a conversion price of $3.00.

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

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

On January 31, 2008, we entered into a twelve month unsecured note payable for $36,284. The note accrued interest at a rate of 18%, with principle and interest due and payable on January 31, 2010. Accrued interest at January 31, 2008 was $0. On March 18, 2008 we converted the principle and accrued interest of $841 into 12,375 common shares of our common stock at a conversion price of $3.00.

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

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

On March 13, 2008 we entered into a twelve month unsecured note payable for $19,472. The note accrues interest at a rate of 18%, with principle and interest due and payable on March 12, 2009. On March 18, 2008 we converted $7,708 of principle and accrued interest of $48 into 2,585 common shares of our common stock at a conversion price of $3.00. Accrued interest at January 31, 2010 and 2009 was $3,997 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 we entered into a twelve month unsecured note payable for $28,371. The note accrues interest at a rate of 18%, with principle and interest due and payable on April 27, 2009. Accrued interest at January 31, 2010 and 2009 was $ 8,996 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 we entered into a twelve month unsecured note payable for $4,814. The note accrues interest at a rate of 18% per annum and is payable May21, 2009. Accrued interest at January 31, 2010 and 2009 was $1,470 and $603, respectively. On May 22, 2009, the note was extended to May 22, 2010 and on October 9, 2009 it was further extended to October 8, 2010.

On June 3, 2008 we entered into a twelve month unsecured note payable for $14,229.The note accrues interest at a rate of 18% per annum and is payable June 2, 2009. Accrued interest at January 31, 2009 was $1,698.

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.

As reflected in the accompanying financial statements, we are in the development stage, have a working capital deficiency of $1,798,373, a stockholders deficiency of $1,838,508 and have a negative cash flow from operations of $1,543,656 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 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. Moving forward, and dependent upon the execution of our business plan, we anticipate that our monthly expenses will increase to $100,000 per month during the next twelve months.

-5-

~~Results~~On June 3, 2008 we entered into a twelve month unsecured note payable for $14,229.The note accrues interest at a rate of ~~Operation~~ 18% per annum and is payable June 2, 2009. Accrued interest at January 31, 2010 and 2009 was $4,259 and $1,698, respectively. On May 22, 2009, the note was extended to may 22, 2010 and on October 9, 2009, it was further extended to October 8, 2010.

~~We did~~ ~~not~~During ~~have any operating income from inception through January 31, 2009. For~~ the year ended January 31, 2009, we ~~recognized~~borrowed aan ~~net~~additional ~~loss of~~ $1263,~~282,167~~839 and ~~for~~repaid ~~the period from inception through January 31, 2009, we recognized~~ a ~~net~~total ~~loss~~ of ~~$3,430,680. Expenses~~ ~~for the period were comprised of costs of professional fees of~~ $66277,~~914,~~974 ~~consulting fees~~ of ~~$55,000,~~notes ~~compensation~~payable ~~expense of~~to ~~$90,000,~~the ~~severance~~related ~~expense~~party ofofficer ~~$1,005,587~~ and ~~general and administrative expenses of $88,935~~director.

~~For the~~ ~~year~~On ~~ended~~April ~~January 31~~30, ~~2008~~2009, we ~~recognized~~entered into a ~~net~~twelve ~~loss~~month ~~of $2~~unsecured note payable for 5,~~108~~000,~~895~~000 Japanese Yen (Approximately $51,620). ~~Expenses~~The ~~for~~note ~~the~~will ~~period~~accrue ~~were~~interest ~~comprised~~at ofa ~~costs~~rate of ~~professional~~ ~~fees~~20% ofper ~~$240,244,~~annum ~~consulting~~and ~~fees~~is ofpayable ~~$151~~April 30,~~510,~~ ~~compensation~~2010. ~~of $281~~On December 22,~~031,~~ ~~marketing~~2009 ~~expenses~~we repaid principal of $~~156~~30,~~562,~~396 ~~severance~~and ~~expense~~accrued interest of $~~466~~6,~~730~~675. Accrued ~~and general~~interest ~~and~~at ~~administrative~~January ~~expenses~~31, of2010 was $~~772,685~~454.

~~Committments~~On May 28, 2009, we 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 we repaid accrued interest of $2,351. Accrued interest at January 31, 2010 was $441.

On June 30, 2009, we 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 we repaid accrued interest of $2,008. Accrued interest at January 31, 2010 was $447.

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

On September 15, 2009, we 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. On December 22, 2009 we repaid accrued interest of $592. Accrued interest at January 31, 2010 was $236.

On October 1, 2009, we 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 we repaid accrued interest of $751. Accrued interest at January 31, 2010 was $357.

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

On November 10, 2009, we 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 we repaid accrued interest of $51. Accrued interest at January 31, 2010 was $48.

On November 20, 2009 we 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 we repaid accrued interest of $59. Accrued interest at January 31, 2010 was $72.

On November 27, 2009 we 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 we repaid accrued interest of $205. Accrued interest at January 31, 2010 was $320.

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

As of January 31, 2010 and 2009 the related party officer and director is owed a total of $21,093 and $57,452, respectively and accrued interest of $9,167 and $8,086, respectively. We recorded interest expense during year ended January 31, 2010 and 2009 of $2,802 and $7,557 respectively.

-6-

As of January 31, 2010, we had cash of $388.

As reflected in the accompanying financial statements, we are in the development stage, have a working capital deficiency of $1,803,782, a stockholders’ deficiency of $1,803,307 and have a negative cash flow from operations of $1,640,289 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.

Results of Operations

We did not have any operating income from inception through January 31, 2010. For the year ended January 31, 2010, we recognized a net loss of $54,799 and for the period from inception through January 31, 2010, we recognized a net loss of $3,485,479. Expenses for the period were comprised of costs of professional fees of $42,266, consulting fees of $10,000, compensation expense of $90,000, severance expense of ($155,868) and general and administrative expenses of $11,977. The credit for severance expense was the result of us accruing more severance than was awarded by the court, therefore the difference was recorded as an adjustment to the severance expense.

For the year ended January 31, 2009, we recognized a net loss of $1,282,167. Expenses for the period were comprised of costs of professional fees of $66,914, consulting fees of $55,000, compensation of $90,000, severance expense of $1,005,587 and general and administrative expenses of $88,935.

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)

-7-

3.	September 30, 2008, 200 Million Japanese Yen (Approximately $1,818,182)
4.	January 31, 2009, 300 Million Japanese Yen (Approximately $2,727,273)

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

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

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

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

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

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

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

1.	August 29, 2008, 200 Million Japanese Yen (Approximately $1,818,182)
2.	September 30, 2008, 400 Million Japanese Yen (Approximately $3,636,354)

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)

3.Pursuant ~~January~~to ~~31,~~the ~~2009~~agreement, 1we ~~Billion~~are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $9121,~~090,909~~273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of April 21, 2010, we have not made any royalty payments.

~~Pursuant to~~As ~~the~~of ~~agreement~~October 31, 2008, we ~~are~~have ~~required~~received topayments ~~pay~~of aapproximately ~~fixed~~$84,949 ~~royalty~~and ~~amount~~Global ofInvestment 13Services,~~340,000 Japanese~~ ~~Yen~~Inc. ~~(Approximately~~is ~~$121,273)~~in ~~monthly~~default tounder ~~GIS for~~ the ~~license~~payment toterms ~~operate~~ of the ~~business~~agreement. On ~~and~~November to30, ~~use~~2008, ~~our~~we ~~best~~received ~~efforts~~notice toof ~~market~~termination of the ~~product~~agreement from inGlobal ~~the~~Investment ~~United States~~Services, Inc. As of ~~September~~January 1531, ~~2008~~2009, we ~~not~~have ~~made~~recorded ~~any~~a ~~royalty payments~~gain in liquidated damages of $84,949.

As of October 31 2008 the Company has received payments of approximately $84,949 and Global Investment Services, Inc. is in default under the payment terms of the agreement. On November 30, 2008 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

On April 30, 2009 we company entered into a twelve month unsecured note payable for 5,000,000 JPY (approximately $52,000). The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010.

As of April 30, 2009 the related party officer and director has entered into additional notes payable totaling $15,000. The terms of these notes are consistent with previously issued notes.

-6-

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.

-8-

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

In ~~December~~ ~~2007~~June 2009, the FASB issued Financial Accounting Standards ~~Board~~Codification ~~(FASB) issued SFAS~~ No. ~~160,~~ ~~“Noncontrolling~~860 ~~Interests in Consolidated Financial Statements~~ – anTransfers ~~amendment~~and ofServicing. ~~ARB~~FASB ASC No. ~~51 ”. This~~ ~~statement~~860 improves the relevance, ~~comparability~~ representational faithfulness, and ~~transparency~~comparability of the ~~financial~~ information that a reporting entity provides in its ~~consolidated~~ financial statements byabout ~~establishing accounting~~a ~~and~~transfer ~~reporting~~of ~~standards~~financial ~~that require~~assets; the ~~ownership~~effects ~~interests~~of ~~in subsidiaries~~a ~~held~~transfer byon ~~parties~~its ~~other~~financial ~~than~~position, ~~the~~financial ~~parent~~performance, and ~~the~~cash ~~amount~~flows; ~~of consolidated~~and ~~net~~a ~~income~~transferor’s ~~attributable~~continuing ~~to the~~involvement, ~~parent~~if ~~and~~any, toin ~~the noncontrolling~~transferred ~~interest~~financial beassets. ~~clearly~~FASB ~~identified~~ASC ~~and~~No. ~~presented~~860 onis ~~the~~effective ~~face~~as of the ~~consolidated~~ ~~statement~~beginning of ~~income,~~each ~~changes~~reporting ~~in a parent~~entity’s ~~ownership~~first ~~interest~~annual ~~while the~~reporting ~~parent~~period ~~retains~~that ~~its~~begins ~~controlling~~after ~~financial~~November ~~interest~~15, in2009, ~~its subsidiary be accounted~~ for ~~consistently,~~interim ~~when~~periods awithin ~~subsidiary~~that isfirst ~~deconsolidated, any retained~~annual ~~noncontrolling~~reporting ~~equity~~period ~~investment~~and infor ~~the~~interim ~~former~~and ~~subsidiary~~annual ~~be initially~~reporting ~~measured~~periods atthereafter. ~~fair~~The ~~value,~~Company ~~entities~~is ~~provide~~evaluating ~~sufficient~~the ~~disclosures~~impact ~~that clearly identify and distinguish between~~ the ~~interests~~adoption of ~~the~~FASB ~~parent~~ASC ~~and~~No. ~~the interests~~860 ofwill ~~the~~have ~~noncontrolling~~on ~~owners~~its financial statements.

~~SFAS~~ In June 2009, the FASB issued Financial Accounting Standards Codification No. ~~160~~810 ~~affects~~– ~~those~~Consolidation. ~~entities~~FASB ~~that~~ASC ~~have~~No. an810 ~~outstanding~~is ~~noncontrolling~~effective ~~interest in~~as ~~one~~of orthe ~~more~~beginning ~~subsidiaries~~of oreach ~~that~~reporting ~~deconsolidate~~entity’s afirst ~~subsidiary.~~annual ~~SFAS~~reporting ~~No.~~period ~~160~~that ~~is effective~~begins ~~for~~after ~~fiscal~~November ~~years~~15, ~~and~~2009, for interim periods within ~~those~~that ~~fiscal~~first ~~years, beginning~~annual onreporting orperiod, ~~after~~and ~~December~~for ~~15,~~interim ~~2008.~~and ~~Early~~annual ~~adoption~~reporting isperiods ~~prohibited~~thereafter. The ~~adoption~~ ofCompany ~~this~~is ~~statement~~evaluating isthe ~~not~~impact ~~expected~~the toadoption ~~have~~of aFASB ~~material~~ASC ~~effect~~No. 810 will have on ~~the Company's~~its financial statements.

In ~~March 2008~~June 2009, the FASB issued ~~SFAS~~Financial ~~No. 161,~~Accounting ~~“Disclosures~~Standards ~~about~~Codification ~~Derivative Instruments~~No. ~~and~~105-GAAP. The ~~Hedging~~FASB ~~Activities,~~Accounting anStandards ~~amendment~~Codification ~~of FASB Statement No. 133”~~ (~~SFAS 161~~“Codification”). ~~This~~will ~~statement~~be isthe ~~intended~~single tosource ~~improve transparency~~of inauthoritative ~~financial~~nongovernmental ~~reporting~~U.S. bygenerally ~~requiring~~accepted ~~enhanced~~accounting ~~disclosures~~principles. ofRules ~~an entity’s derivative instruments~~ and ~~hedging~~interpretive ~~activities~~releases ~~and~~of ~~their effects on~~ the ~~entity’s~~ ~~financial~~SEC ~~position,~~under ~~financial~~authority ~~performance,~~of ~~and~~federal ~~cash flows. SFAS 161~~securities ~~applies~~laws toare ~~all~~also ~~derivative~~sources ~~instruments within the scope~~ of ~~SFAS~~authoritative ~~133,~~GAAP ~~“Accounting~~ for ~~Derivative~~SEC ~~Instruments~~registrants. ~~and~~FASB ~~Hedging Activities”~~ASC ~~(SFAS~~No. ~~133)~~105 asis ~~well~~effective asfor ~~related~~interim ~~hedged items, bifurcated derivatives,~~ and ~~nonderivative~~annual ~~instruments~~periods ~~that~~ending ~~are~~after ~~designated~~September ~~and~~15, ~~qualify as hedging instruments~~2009. ~~Entities~~All ~~with~~existing ~~instruments~~accounting ~~subject~~standards ~~to SFAS 161~~are ~~must provide~~superseded ~~more~~as ~~robust~~described ~~qualitative~~in ~~disclosures~~FASB ~~and~~ASC ~~expanded~~No. ~~quantitative disclosures~~105. ~~SFAS~~ ~~161~~All isother ~~effective~~accounting ~~prospectively~~literature ~~for~~not ~~financial statements~~included ~~issued~~in ~~for~~the ~~fiscal~~Codification ~~years~~is ~~and~~nonauthoritative. ~~interim~~The ~~periods~~Adoption ~~beginning~~of ~~after November 15,~~FASB ~~2008,~~ASC ~~with early application permitted~~No. We105 ~~are~~did ~~currently evaluating~~not ~~the~~have ~~disclosure~~an ~~implications~~impact ofon ~~this~~our ~~statement~~financial statements.

In ~~May 2008~~October 2009, the ~~FASB~~Financial ~~issued~~Accounting ~~SFAS~~Standards ~~No.~~Board ~~162,~~ (“~~The~~FASB”) ~~Hierarchy~~issued ofan ~~Generally Accepted~~ Accounting ~~Principles.”~~Standard ~~SFAS~~Update (“ASU”) No. 2009-13, ~~162~~which ~~identifies~~addresses the ~~sources~~accounting offor ~~accounting principles~~multiple-deliverable ~~and~~arrangements ~~provides~~to ~~entities~~enable ~~with~~vendors ato ~~framework~~account for ~~selecting~~products ~~the~~or ~~principles used~~services inseparately ~~preparation~~rather ofthan ~~financial~~as ~~statements~~a ~~that~~combined ~~are~~unit ~~presented~~and inmodifies ~~conformity with~~the ~~GAAP.~~manner ~~The~~in ~~current~~which ~~GAAP~~the ~~hierarchy~~transaction ~~has~~consideration ~~been criticized because it~~ is ~~directed to~~allocated across the ~~auditor~~separately ~~rather~~identified ~~than~~deliverables. ~~the~~The ~~entity,~~ASU itsignificantly isexpands ~~complex,~~the ~~and~~disclosure itrequirements ~~ranks~~for ~~FASB Statements~~multiple-deliverable ofrevenue ~~Financial~~arrangements. ~~Accounting~~The ~~Concepts,~~ASU ~~which~~will ~~are~~be ~~subject~~effective tofor the ~~same~~first ~~level of~~annual ~~due~~reporting ~~process~~period asbeginning ~~FASB~~on ~~Statements~~or ofafter ~~Financial~~June 15, ~~Accounting Standards~~2010, ~~below industry~~and ~~practices~~may ~~that~~be ~~are~~applied ~~widely~~retrospectively ~~recognized~~for asall ~~generally~~periods ~~accepted but that~~presented ~~are~~or ~~not~~prospectively ~~subject~~ to ~~due~~arrangements ~~process.~~entered ~~The~~into ~~Board~~or ~~believes~~materially ~~the~~modified ~~GAAP~~after ~~hierarchy should~~the beadoption ~~directed~~date. toEarly ~~entities~~adoption ~~because it~~ is ~~the~~permitted, ~~entity~~provided ~~(not~~that ~~its~~the ~~auditors)~~guidance ~~that~~ is ~~responsible~~retroactively ~~for~~applied ~~selecting~~to ~~accounting~~the ~~principles~~beginning ~~for~~of ~~financial~~the ~~statements~~year ~~that are presented~~of ~~in conformity with GAAP~~adoption. ~~SFAS~~The ~~162~~Company isdoes ~~effective~~not 60expect ~~days following~~ the ~~SEC’s~~adoption ~~approval~~ of ~~PCAOB~~ASU ~~Auditing Standard~~ No. 6, ~~Evaluating Consistency~~2009-13 ofto ~~Financial~~have ~~Statements~~any ~~(AS/6).~~effect ~~The~~on ~~adoption~~its offinancial ~~FASB~~statements ~~162~~upon isits ~~not expected~~required toadoption ~~have a material impact~~ on ~~the~~January ~~Company’s~~1, ~~financial position~~2011.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable because we are a smaller reporting company.

-79-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Aspire Japan, Inc.

We have audited the accompanying balance sheets of Aspire Japan, Inc. “the Company” (a development stage company) as of January 31, ~~2009~~2010 and ~~2008~~2009, and the related statements of operations, changes in stockholders’ deficit and cash flows for the two years then ended and the period February 2, 2005 (inception) to January 31, ~~2009~~2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Aspire Japan, Inc. (a development stage company) as of January 31, ~~2009~~2010 and ~~2008~~2009 and the results of its operations and its cash flows for the two years then ended and the period February 2, 2005 (inception) to January 31, ~~2009~~2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a net loss from inception of $3,~~430~~485,~~680~~479, a working capital deficiency of $1,~~798~~803,~~373~~782, a ~~stock~~stockholders’ ~~holder's~~deficit ~~deficiency~~ of $1,~~838~~803,~~508~~307 and used cash in operations of $1,~~543~~640,~~656~~289 from inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

Certified Public Accountants

Boynton Beach, Florida

~~May~~April 1821, ~~2009~~ 2010

-8-

Aspire Japan, Inc.
(A Development Stage Company)
BALANCE SHEETS
	January 31,
	2009			2008
ASSETS
CURRENT ASSETS
Cash	$	712		$	27,884
Prepaid expenses		-			2,726
TOTAL CURRENT ASSETS		712			30,610
PROPERTY AND EQUIPMENT, NET		-			3,986
OTHER ASSETS
Deposits		-			8,137
TOTAL ASSETS	$	712		$	42,733
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		41,973		$	18,186
Accrued interest		51,854			39,311
Accrued interest - related party		8,086			1,610
Accrued severance		1,442,317			446,730
Note payable		197,403			694,161
Loan payable -related party		57,452			71,587
TOTAL CURRENT LIABILITIES		1,799,085			1,271,585
LONG TERM LIABILITIES
Note payable		40,135			-
TOTAL LIABILITIES		1,839,220			1,271,585
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 7,660,000, respectively		7,854			7,660
Additional Paid-In Capital		1,589,396			917,140
Other Comprehensive Income (Loss)		(5,078	)		(5,139	)
Accumulated Deficit during development stage		(3,430,680	)		(2,148,513	)
Total Stockholders' Deficit		(1,838,508	)		(1,228,852	)
TOTAL LIABILITIES AND DEFICIT	$	712		$	42,733

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

-9-

Aspire Japan, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
							For the period
							February 2, 2005
	For the Year Ended January 31,						(inception) to
	2009			2008			January 31, 2009
Revenue	$	-		$	-		$	-
Operating Expenses
Professional Fees		66,914			240,244			331,051
Marketing Expenses		-			156,562			156,562
Licesense Fee		-			-			-
Consulting Fees		55,000			151,510			206,510
Compensation Expense		90,000			281,031			371,031
Severance Expense		1,005,587			466,730			1,472,317
General and administrative		88,935			772,685			877,345
Total Operating Expenses		1,306,436			2,068,762			3,414,816
Loss from Operations		(1,306,436	)		(2,068,762	)		(3,414,816	)
Interest Income		12			2,618			2,630
Foreign Currency Transaction Loss		(713	)		(1,830	)		(2,543	)
Gain on liquidated damages		84,949			-			84,949
Interest Expense		(59,979	)		(40,921	)		(100,900	)
Total Other Income/Expense		24,269			(40,133	)		(15,864	)
Provision for Income Taxes		-			-			-
Net Loss		(1,282,167	)		(2,108,895	)		(3,430,680	)
Other Comprehensive Income / (Loss)
Other Comprehensive Income		61						61
Foreign Currency Translation Loss		-			(5,139	)		(5,139	)
Comprehensive Loss	$	(1,282,106	)	$	(2,114,034	)	$	(3,435,758	)
Net Loss Per Share - basic and diluted	$	(0.16	)	$	(0.28	)
Weighted average number of shares outstanding		7,829,682			7,532,349
during the period - basic and diluted

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

-10-

Aspire Japan, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
BALANCE SHEETS
From inception (February 2, 2005) through January 31, 2009
	January 31,			January 31,
													Accumulated
	2010			2009
													Deficit
ASSETS
											Additional		During			Other
CURRENT ASSETS
	Preferred Stock						Common Stock				Paid In		Development			Comprehensive			Total
Cash	$	388		$	712
	Shares			Par			Shares		Par		Capital		Stage			Income (Loss)			Equity
Prepaid expense		545			-
Stock Issued in exchange
TOTAL CURRENT ASSETS		933			712
of incorporation expenses
OTHER ASSETS
February 2, 2005		-		$	-			100,000	$	100	$	-	$	-		$	-		$	100
Deposits		475			-
Net Loss for the period
TOTAL ASSETS	$	1,408		$	712
February 2, 2005 (inception)
LIABILITIES AND STOCKHOLDERS' DEFICIT
to January 31, 2006														(2,225	)		-			(2,225	)
CURRENT LIABILITIES
Balance, January 31, 2006		-			-			100,000		100		-		(2,225	)		-			(2,125	)
Accounts payable and accrued expenses	$	20,353		$	41,973
Stock Issued for cash on
Accrued interest		97,447			51,854
September 15, 2006 at $0.001
Accrued interest - related party		9,167			8,086
per share from private placement		-			-			6,700,000		6,700		-		-			-			6,700
Judgment payable		1,049,719			1,205,587
Stock Issued for cash on
Severance payable		236,730			236,730
November 6, 2006 at $1.00		-			-			275,000		275		274,725		-			-			275,000
Notes payable		370,206			197,403
per share from private placement
Loans payable -related party		21,093			57,452
In Kind contribution		-			-			-		-		7,000		-			-			7,000
TOTAL CURRENT LIABILITIES		1,804,715			1,799,085
Net Loss		-			-			-		-		-		(37,393	)		-			(37,393	)
LONG TERM LIABILITIES
Balance, January 31, 2007		-			-			7,075,000		7,075		281,725		(39,618	)		-			249,182
Notes payable		-			40,135
Stock Issued for cash on
TOTAL LIABILITIES		1,804,715			1,839,220
April 16, 2007 at $1.00
COMMITMENTS AND CONTINGENCIES		-			-
per share from private placement		-						20,000		20		19,980		-			-			20,000
STOCKHOLDERS' DEFICIT
Stock Issued for cash on
Preferred Stock - Par value $.001;
April 18, 2007 at $1.00
Authorized: 50,000,000
per share from private placement		-						10,000		10		9,990		-			-			10,000
Issued and Outstanding: none		-			-
Stock Issued for cash on
Common Stock - Par value $0.001;
April 19, 2007 at $1.00
Authorized: 100,000,000
per share from private placement		-						15,000		15		14,985		-			-			15,000
Issued and Outstanding:7,854,150 and 7,854,150 respectively		7,854			7,854
Stock Issued for cash on
Additional Paid-In Capital		1,679,396			1,589,396
April 20, 2007 at $1.00
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
per share from private placement		-						30,000		30		29,970		-			-			30,000
Accumulated Deficit during development stage		(3,485,479	)		(3,430,680	)
Stock Issued for cash on
Total Stockholders' Deficit		(1,803,307	)		(1,838,508	)
April 25, 2007 at $1.00
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,408		$	712
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	)

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

-11-

Aspire Japan, Inc. (f/k/a Dream Media, Inc.)
Aspire Japan, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
								~~For the period~~		For the period
								~~February 2, 2005~~		February 2, 2005
		For The Year Ended January 31,						(inception) to
		For the Year Ended January 31,								(inception) to January 31,
		2009			2008			January 31, 2009
		2010				2009				2010
Cash Flows From Operating Activities:
Revenue		$	-			$	-			$	-
Net Loss	$	(1,282,167	)	$	(2,108,895	)	$	(3,430,680	)
Operating Expenses
Adjustments to reconcile net loss to net cash used in operations
Professional Fees			42,266				66,914				373,317
In-kind contribution		90,000			51,000			148,000
Marketing Expenses			-				-				156,562
Stock issued for incorporation expense		-			-			100
Consulting Fees			10,000				55,000				216,510
Stock issued for services		-			150,000			150,000
Compensation Expense			90,000				90,000				461,031
Impairment of property and equipment		2,388			-			2,388
Severance Expense			(155,868	)			1,005,587				1,316,449
Depreciation		1,598			831			2,429
General and administrative			11,977				88,935				889,322
Changes in operating assets and liabilities:
Total Operating Expenses / (Income)			(1,625	)			1,306,436				3,413,191
(Increase)/Decrease in Deposits		8,137			(8,137	)		-
Income / (Loss) from Operations			1,625				(1,306,436	)			(3,413,191	)
(Increase)/Decrease in Prepaid Expenses		2,726			25,221			-
Interest Income			1				12				2,631
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		23,787			13,601			41,973
Foreign Currency Transaction Loss			(4,316	)			(713	)			(6,859	)
Increase/ (Decrease) in Accrued Interest		58,896			40,921			99,817
Gain on liquidated damages			-				84,949				84,949
Increase in Accrued Severance		995,587			446,730			1,442,317
Interest Expense			(52,109	)			(59,979	)			(153,009	)
Net Cash Used In Operating Activities		(99,048	)		(1,388,728	)		(1,543,656	)
Total Other Income/(Expense)			(56,424	)			24,269				(72,288	)
Cash Flows From Investing Activities:
Provision for Income Taxes			-				-				-
Cash paid for Property, Plant, & Equipment		-			(4,817	)		(4,817	)
Net Loss			(54,799	)			(1,282,167	)			(3,485,479	)
Net Cash Used In Investing Activities		-			(4,817	)		(4,817	)
Other Comprehensive Income / (Loss)
Cash Flows From Financing Activities:
Other Comprehensive Income			-				61				61
Proceeds from Note Payable		85,950			209,437			780,111
Foreign Currency Translation Loss			-				-				(5,139	)
Repayment of Note Payable - related party		(277,974	)		(239,530	)		(517,504	)
Comprehensive Loss		$	(54,799	)		$	(1,282,106	)		$	(3,490,557	)
Proceeds from Note Payable - related party		263,839			694,161			574,956
Net Loss Per Share - basic and diluted		$	(0.01	)		$	(0.16	)
Proceeds from Common Stock issuance		-			435,000			716,700
Weighted average number of shares outstanding			7,854,150				7,829,682
Net Cash Provided by Financing Activities		71,815			1,099,068			1,554,263
during the period - basic and diluted
Net In(de)crease in Cash		(27,233	)		(294,477	)		5,790
Effect of Exchange Rate on Cash		61			(5,139	)		(5,078	)
Cash at Beginning of Period		27,884			327,500			-
Cash at End of Period	$	712		$	27,884		$	712
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	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 financial statements.

-12-

Aspire Japan, Inc. (f/k/a Dream Media, Inc.)

Aspire Japan, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (February 2, 2005) through January 31, 2010


									Additional		Accumulated Deficit During			Other			Total
	Preferred Stock				Common Stock				Paid In		Development			Comprehensive			Equity /
	Shares		Par		Shares		Par		Capital		Stage			Income (Loss)			(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
per share from private
placement		-		-		275,000		275		274,725		-			-			275,000

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

Conversion 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	)

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

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

-13-

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





							For the period
							February 2, 2005
	For The Year Ended January 31,						(inception) to January 31,
	2010			2009			2010


Cash Flows From Operating Activities:
Net Loss	$	(54,799	)	$	(1,282,167	)	$	(3,485,479	)

Adjustments to reconcile net loss to net cash used in operations
In-kind contribution		90,000			90,000			238,000
Stock issued for incorporation expense		-			-			100
Stock issued for services		-			-			150,000
Impairment of property and equipment		-			2,388			2,388
Depreciation		-			1,598			2,429
Changes in operating assets and liabilities:
(Increase)/Decrease in Deposits		(475	)		8,137			(475	)
(Increase)/Decrease in Prepaid Expenses		(545	)		2,726			(545	)
Increase/ (Decrease) in Accounts Payable and Accrued Expenses		(21,629	)		23,787			20,353
Increase/ (Decrease) in Accrued Interest		45,593			58,896			137,324
Increase/ (Decrease) in accrued interest - related party		1,090			-			9,167
Increase / (Decrease) in Accrued judgement		(155,868	)		995,587			1,049,719
Increase in accrued severance		-			-			236,730

Net Cash Used In Operating Activities		(96,633	)		(99,048	)		(1,640,289	)

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		163,064			85,950			943,175
Repayment of Note Payable		(30,396	)					(30,396	)
Repayment of Note Payable - related party		(148,256	)		(277,974	)		(665,760	)
Proceeds from Note Payable - related party		111,897			263,839			686,853
Proceeds from Common Stock issuance		-			-			716,700

Net Cash Provided by Financing Activities		96,309			71,815			1,650,572

Net Increase/ (Decrease) in Cash		(324	)		(27,233	)		5,466

Effect of Exchange Rate on Cash		-			61			(5,078	)

Cash at Beginning of Period		712			27,884			-

Cash at End of Period	$	388		$	712		$	388

Supplemental disclosure of cash flow information:

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

-14-

Aspire Japan, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of January 31, ~~2009~~2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

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

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 ~~Securities~~FASB ~~and Exchange Commission Staff~~ Accounting ~~Bulletin~~Standards Codification No. ~~101,~~605 “- Revenue Recognition in Financial Statements~~’ and No~~. ~~104, “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 January 31, 2010 and January 31, 2009 the Company had $0 in cash that was uninsured. In addition, at January 31, 2010 and 2009, the Company had total cash of $0 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 years ended January 31, ~~2009~~2010 and ~~2008~~2009 and the period February 2, 2005 (Inception) to January 31, ~~2009~~2010 amounted to $0, $~~156~~0,~~562~~ and $156,562 respectively.

Reclassification of Prior Period Accounts

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

-15-

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,~~430~~485,~~680~~479 from inception, a working capital deficiency of $1,~~798~~803,~~373~~782 and a stockholders’ ~~deficiency~~deficit of $1,~~838~~803,~~508~~307 as of January 31, 2010 and used cash in operations of $1,~~543~~640,~~656~~ 289 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.

-13-

Income Taxes:

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, 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 Statement 109, 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. As of January 31, 2009 the Company has a net operating loss carry forward of approximately $2,271,000 available to offset future taxable income through 2029. The valuation allowance at January 31, 2008 was $708,883. The net change in the valuation allowance for the year ended January 31, 2009 was an increase of $63,274.

Stock Compensation

The Company ~~adopted~~follows ~~SFAS No. 123R,Share-Based Payment(“SFAS 123R”),~~FASB ~~which~~Accounting ~~requires~~Standards ~~all~~Codification ~~stock-based~~No. ~~payments~~718 ~~to employees,~~– ~~including~~Compensation ~~grants~~– ofStock ~~employee~~Compensation ~~stock~~for ~~options,~~share ~~to be recognized in the financial statements~~ based onpayments ~~their~~to ~~fair values~~employees. The Company ~~accounts~~follows ~~for~~FASB ~~stock-based~~Accounting ~~compensation~~Standards ~~arrangements~~Codification ~~with nonemployees in accordance with the Emerging Issues Task Force Abstract~~ No. ~~96-18, Accounting for~~ ~~Equity~~505 ~~Instruments That Are Issued to Other Than Employees~~ for ~~Acquiring,~~share ~~or in~~based ~~Conjunction~~payments ~~with Selling Goods or Services. The Company records the expense of such services~~ to ~~employees and non employees based on the estimated fair value of the equity instrument using the Black~~Non-~~Scholes pricing model~~Employees.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including prepaid expenses, accounts payable, ~~and~~accrued expenses, loans and notes payable, and loans payable-related party approximate fair value due to the relatively short period to maturity for ~~this~~these ~~instrument~~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 ~~Statement~~ ofFASB ~~Financial~~ Accounting Standards ~~(SFAS)~~Codification No. ~~128,~~260 "- Earnings ~~per Shares"~~Per Share. Diluted EPS reflects the potential dilution of securities that could share in the earnings. As of January 31, ~~2009~~2010 and ~~2008~~2009 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.

	2010		2009

Expected income tax recovery (expense) at the statutory	$	(18,632)	$	(2,290,705	)
rate of 34%
Tax effect of expenses that are not deductible for income tax		(22,395)		2,227,431
purposes (net of other amounts deductible for tax purposes)
Change in valuation allowance		41,027		63,274
Provision for income taxes	$	-	$	-

The components of deferred income taxes are as follows:

		2010		2009
Deferred income tax asset:
Net operating loss carryforwards	$	(760,139)	$	(772,107)
Valuation allowance		760,139		772,107
Deferred income taxes	$	-	$	-

-16-

As of January 31, 2010, the Company has a net operating loss carryforward of approximately $2,391,571 available to offset future taxable income through 2030. The valuation allowance at January 31, 2010 was $760,139. The net change in the valuation allowance for the year ended January 31, 2010 was a decrease of $11,968.

Recent Accounting Pronouncements

In ~~December~~ ~~2007~~June 2009, the FASB issued Financial Accounting Standards ~~Board~~Codification ~~(FASB) issued SFAS~~ No. ~~160,~~ ~~“Noncontrolling~~860 ~~Interests in Consolidated Financial Statements~~ – anTransfers ~~amendment~~and ofServicing. ~~ARB~~FASB ASC No. ~~51 ”. This~~ ~~statement~~860 improves the relevance, ~~comparability~~representational faithfulness, and ~~transparency~~comparability of the ~~financial~~ information that a reporting entity provides in its ~~consolidated~~ financial statements ~~by establishing~~about ~~accounting~~a ~~and~~transfer ~~reporting~~of ~~standards~~financial ~~that require~~assets; the ~~ownership interests~~effects inof ~~subsidiaries~~a ~~held~~transfer byon ~~parties~~its ~~other~~financial ~~than~~position, ~~the~~financial ~~parent~~performance, and ~~the~~cash ~~amount of~~flows; ~~consolidated~~and ~~net~~a ~~income~~transferor’s ~~attributable~~continuing toinvolvement, ~~the~~if ~~parent~~any, ~~and~~in totransferred ~~the~~financial ~~noncontrolling interest~~assets. beFASB ~~clearly~~ASC ~~identified~~No. ~~and~~860 ~~presented~~is oneffective ~~the~~as ~~face~~ of the ~~consolidated statement~~beginning of ~~income,~~each ~~changes~~reporting ~~in a parent~~entity’s ~~ownership~~first ~~interest~~annual ~~while~~reporting ~~the~~period ~~parent retains~~that ~~its~~begins ~~controlling~~after ~~financial~~November ~~interest in its subsidiary be accounted for consistently~~15, ~~when a subsidiary is deconsolidated~~2009, ~~any~~for ~~retained~~interim ~~noncontrolling equity~~periods ~~investment~~within inthat ~~the~~first ~~former~~annual ~~subsidiary~~reporting beperiod ~~initially~~and ~~measured~~for atinterim ~~fair~~and ~~value, entities~~annual ~~provide~~reporting ~~sufficient~~periods ~~disclosures~~thereafter. ~~that~~The ~~clearly~~Company ~~identify~~is ~~and~~evaluating ~~distinguish between~~the impact the ~~interests~~adoption of ~~the~~FASB ~~parent~~ASC ~~and~~No. ~~the~~860 ~~interests~~will ofhave ~~the~~on ~~noncontrolling owners~~its financial statements.

~~SFAS~~In June 2009, the FASB issued Financial Accounting Standards Codification No. ~~160~~ ~~affects~~810 ~~those~~– ~~entities~~Consolidation. ~~that~~FASB ~~have~~ASC anNo. ~~outstanding~~810 ~~noncontrolling~~is ~~interest~~effective ~~in one~~as orof ~~more~~the ~~subsidiaries~~beginning orof ~~that~~each ~~deconsolidate~~reporting aentity’s ~~subsidiary.~~first ~~SFAS~~annual ~~No.~~reporting ~~160~~period ~~is effective~~that ~~for~~begins ~~fiscal~~after ~~years~~November 15, ~~and~~2009, for interim periods within ~~those~~that ~~fiscal~~first ~~years, beginning~~annual onreporting orperiod, ~~after~~and ~~December~~for ~~15,~~interim ~~2008.~~and ~~Early~~annual ~~adoption~~reporting isperiods ~~prohibited~~thereafter. The ~~adoption~~ ofCompany ~~this~~is ~~statement~~evaluating isthe ~~not~~impact ~~expected~~the toadoption ~~have~~of aFASB ~~material~~ASC ~~effect~~No. 810 will have on ~~the Company's~~its financial statements.

In ~~March 2008~~June 2009, the FASB issued ~~SFAS~~Financial ~~No. 161,~~Accounting ~~“Disclosures~~Standards ~~about~~Codification ~~Derivative Instruments~~No. ~~and~~105-GAAP. The ~~Hedging~~FASB ~~Activities,~~Accounting anStandards ~~amendment~~Codification ~~of FASB Statement No. 133”~~ (~~SFAS 161~~“Codification”). ~~This~~will ~~statement~~be isthe ~~intended~~single tosource ~~improve~~of ~~transparency in~~authoritative ~~financial~~nongovernmental ~~reporting~~U.S. bygenerally ~~requiring~~accepted ~~enhanced~~accounting ~~disclosures~~principles. ofRules ~~an entity’s derivative instruments~~ and ~~hedging~~interpretive ~~activities~~releases ~~and~~of ~~their effects on~~ the ~~entity’s financial~~SEC ~~position,~~under ~~financial~~authority ~~performance,~~of ~~and~~federal ~~cash~~securities ~~flows. SFAS 161~~laws ~~applies~~are toalso ~~all~~sources ~~derivative instruments within the scope~~ of ~~SFAS~~authoritative ~~133,~~GAAP ~~“Accounting~~ for ~~Derivative~~SEC ~~Instruments~~registrants. ~~and~~FASB ~~Hedging Activities”~~ASC ~~(SFAS~~No. ~~133)~~105 asis ~~well~~effective asfor ~~related~~interim ~~hedged items, bifurcated derivatives,~~ and ~~nonderivative~~annual ~~instruments~~periods ~~that~~ending ~~are~~after ~~designated~~September ~~and~~15, ~~qualify as hedging instruments~~2009. ~~Entities~~All ~~with~~existing ~~instruments~~accounting ~~subject~~standards ~~to SFAS 161~~are ~~must~~superseded ~~provide more~~as ~~robust~~described ~~qualitative~~in ~~disclosures~~FASB ~~and~~ASC ~~expanded~~No. ~~quantitative disclosures~~105. ~~SFAS 161~~ isAll ~~effective prospectively~~other ~~for~~accounting ~~financial~~literature ~~statements~~not ~~issued~~included ~~for~~in ~~fiscal~~the ~~years~~Codification ~~and~~is ~~interim periods~~nonauthoritative. ~~beginning~~The ~~after~~Adoption ~~November 15,~~of ~~2008,~~FASB ~~with~~ASC ~~early application permitted~~No. We105 ~~are~~did ~~currently~~not ~~evaluating~~have ~~the~~an ~~disclosure~~impact ~~implications~~on ofour ~~this statement~~financial statements.

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-1413, 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.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.-17-

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

NOTE 2 - PROPERTY AND EQUIPMENT

~~Property~~ During the years ended January 31, 2010 and 2009, and the period February 2, 2005 (Inception) to January 31, 2010 the Company recorded depreciation expense of $0, $1,598 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 ~~were~~through asJanuary ~~follows:~~31, 2010.

	January 31, 2009			January 31, 2008
Computer	$	4,817		$	4,817
Less accumulated depreciation		(2,429	)		(831	)
Impairment		(2,338	)
	$	-		$	3,986

NOTE 3 – JUDGEMENT PAYABLE / ACCRUED SEVERANCE

~~During~~ In January 2008 the ~~years~~Company ~~ended~~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, ~~2009~~2008 and a final payment of $50,000 payable July 31, 2008. As of January 31, 2010 the Company paid a total of $30,000 and is currently in default of the ~~period~~agreement. In February 22009 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 ~~2005 (Inception)~~the toyear ended January 31, 2009 the Company ~~recorded~~accrued additional ~~depreciation~~severance ~~expense~~expenses of $1,~~598~~005,587 ~~$831~~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 $21,~~429~~049,719 ~~respectively~~which includes the money award amount, prejudgement interest of 9%, post judgement interest of 9% through January 31, 2010, attorney fees, and other costs and disbursements.. AsThe Judgment accrues interest at a rate of 9% per anuum. As of January 31, ~~2009~~2010 the ~~Company~~former ~~deemed all~~President ~~computers~~and ~~impaired~~Chief ~~and~~Executive ~~recorded~~officer anis ~~impairment~~owed ~~expense~~a total of $21,~~338~~049,719.

~~NOTE 3~~In –December 2007 ~~ACCRUED~~the ~~SEVERANCE~~Company terminated its Executive Vice-President. As of January 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.

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 January 31 2009 the former President and Chief Executive officer is owed a total of $1,205,587 -18-

In December 2007 the Company terminated it 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.

NOTE 4 - RELATED PARTY TRANSACTIONS

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

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

~~During the~~As ~~year~~of ~~ended~~ January 31, ~~2008,~~2010 and 2009 the ~~Company~~related ~~repaid~~party officer and director is owed a total of $~~105~~21,~~326~~093 and $57,452, respectively and accrued interest of ~~the~~$9,167 ~~note~~and ~~payable to~~$8,086, ~~the~~respectively. ~~related~~The ~~party~~Company ~~officer~~recorded interest expense during year ended January 31, 2010 and ~~director.~~2009 of $2,802 and $7,557 respectively (See Note 6).

~~During the~~NOTE ~~year~~5 ~~ended~~- ~~January~~INTELLECTUAL ~~31,~~PROPERTY ~~2007,~~RIGHTS ~~the~~SALES ~~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).~~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-~~15-~~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:

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).

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

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

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).

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

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

~~As of January~~On 31November 27, ~~2009~~2008, ~~and~~we ~~2008~~notified Eiwa that we were unilaterally canceling the ~~related~~agreement. ~~party~~We ~~officer~~have not made any payments and ~~director is~~we ~~owed~~are ain ~~total~~default under the payment terms of ~~$57,452~~the ~~and $71~~agreement. If Eiwa does not agree to cancel the agreement,~~587,~~ ~~respectively~~we might be required to make the payments as per the agreement. ~~and accrued~~To ~~interest~~date, are not aware of ~~$8,086~~Eiwa ~~and~~pursuing ~~$1,610,~~any ~~respectively~~remedies associated with the cancellation. It ~~The~~is ~~Company~~very ~~recorded interest~~possible ~~expense~~that ~~during~~we ~~the~~will ~~year~~incur ~~ended~~a ~~January~~material ~~31,~~liability ~~2009~~as ~~and~~a ~~2008~~result of ~~$7,557 and~~ ~~$516~~this ~~respectively~~cancelled ~~(See~~agreement ~~Note~~if 6)Eiwa pursues legal remedies.

~~NOTE 5~~The -reason ~~Intellectual~~no ~~Property~~liability ~~Rights~~has ~~Sales~~been ~~Agreement~~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.

OnThereafter, on August 13 15, 2008, ~~the~~we ~~Company~~ entered into an Intellectual Property Rights Sales ~~Agreement~~ ~~(the “Eiwa~~ Agreement”) with ~~Eiwa~~Global ~~Kokudo~~Investment ~~Kankyo~~Service, Inc. (“~~Eiwa~~GIS”)~~. Pursuant~~ to sell the ~~Eiwa~~Intellectual ~~Agreement,~~Property of the ~~Company~~Aqua-make ~~agreed~~system to ~~pay approximately~~GIS for $514,~~454,~~545,455 (equal to ~~600~~1.6 ~~Million~~Billion YEN). Pursuant to ~~Eiwa~~the ~~for~~GIS Agreement, we have the ~~Intellectual Property~~right of ~~the~~first ~~Aqua-make~~refusal ~~system. In~~to ~~addition,~~buy Intellectual Property back from GIS in the ~~Company~~event ~~is entitled~~that GIS agrees to sell the ~~rights~~intellectual property within three years from August 15, 2008 by issuing 3.2 million shares of ~~this~~our common stock. We also need to agree to purchase the Intellectual Property to exercise the ~~third~~buy ~~party upon~~back ~~signing~~option. As part of such conditions, we have agreed not to split our stock for the ~~agreement~~next three years. Pursuant to the agreement, ~~the Company~~ GIS entered into ana ~~agreement~~note with ~~EIWA~~ us to pay the purchase price in the following manner:

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

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

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

23. ~~September~~January 1231, ~~2008~~2009, 501 ~~Million~~Billion Japanese Yen (Approximately $~~454~~9,~~545~~090,909)

3.Pursuant ~~September~~to ~~30,~~the ~~2008~~agreement, ~~200~~we ~~Million~~are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $1121,~~818,182~~273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of April 21, 2010, we have not made any royalty payments.

4.As of October 31, 2008, we received ~~300~~payments ~~Million~~of ~~Japanese~~approximately ~~Yen~~$84,949 ~~(Approximately~~and $2Global Investment Services,~~727~~ Inc. is in default under the payment terms of the agreement. On November 30,~~273)~~ 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.

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.-19-

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.

-16-

NOTE 6 – NOTES AND LOANS PAYABLE -RELATED PARTY

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

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

During the year ended January 31, 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.

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.

AsDuring of the year ended January 31, ~~2009~~2010, ~~and 2008~~ the ~~related~~Company ~~party~~received ~~officer~~$111,897 and ~~director~~repaid ~~is owed~~ a total of $57148,~~452~~256 ~~and $71,587,~~from ~~respectively and~~a ~~accrued~~related ~~interest~~party ~~of $8,086~~officer and ~~$1,610, respectively~~director. The ~~Company~~amount ~~recorded~~is ~~interest~~due ~~expense~~on ~~during the~~demand ~~year ended January 31, 2009~~ and ~~2008~~bears interest of ~~$7,557~~ ~~and~~10% ~~$516 respectively~~per annum.

As of January 31, 2010 and 2009 the related party officer and director is owed a total of $21,093 and $57,452, respectively and accrued interest of $9,167 and $8,086, respectively. The Company recorded interest expense during year ended January 31, 2010 and 2009 of $2,802 and $7,557 respectively.

NOTE 7 – NOTES PAYABLE

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

On August 28, 2007, the Company entered into a twelve month unsecured note payable for $85,419. The note will accrue interest at a rate of 18%, with principle and interest due and payable on August 30, 2008. Accrued interest at January 31, ~~2009~~2010 and ~~2008~~ 2009 was $2137,~~863~~328 and $621,~~445~~863, respectively. A new note was entered into on August 31, 2008 with a new due date of August 3031, 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 January 31, ~~2009~~2010 and ~~2008~~2009 was $~~13.979~~24,631 and $313,~~298~~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 January 31, ~~2009~~2010 and ~~2008~~2009 was $714,~~943~~021 and $17,~~848~~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.

-1720-

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 January 31, 2010 and 2009 was $3,997 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 January 31, 2010 and 2009 was $8,996 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~~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 ~~May21~~May 21, 2009. Accrued interest at January 31, 2010 and 2009 was $1,470 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~~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 January 31, 2010 and 2009 was $4,259 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.

~~NOTE 8 --~~On ~~SHAREHOLDERS'~~April ~~EQUITY~~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 January 31, 2010 was $454.

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 January 31, 2010 was $441.

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 January 31, 2010 was $447.

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

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. On December 22, 2009 the Company repaid accrued interest of $592. Accrued interest at January 31, 2010 was $236.

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 January 31, 2010 was $357.

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

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 January 31, 2010 was $48.

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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 January 31, 2010 was $72.

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 January 31, 2010 was $320.

NOTE 8 -- STOCKHOLDERS' EQUITY

Common and Preferred Stock:

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

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

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

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

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

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

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

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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).

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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.

~~NOTE~~During the 9 year ended January 31, 2010, the Company recorded $90,000 as in-kind ~~SUBSEQUENT~~contribution ~~EVENTS~~of salary for services provided by its President.

OnNOTE 9 ~~April 30,~~– ~~2009~~SUBSEQUENT ~~the company entered into a twelve month unsecured note payable for 5,000,000 JPY (approximately $52,000). The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010.~~EVENTS

As of April 3021, ~~2009~~2010, the ~~related~~Related ~~party~~Party, ~~officer~~Officer and ~~director~~Director has entered into additional notes payable totaling $1511,~~000. The~~556 ~~terms~~and ofhas ~~these~~received ~~notes are~~repayments ~~consistent~~of ~~with~~$8,500 ~~previously~~from ~~issued~~the ~~notes~~Company.

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

Our accountant is Webb & Company, P.A. Independent Registered Public Accounting Firm. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 were ~~are~~ not 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.

Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, ~~2009~~2010. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of January 31, ~~2009~~2010, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended based on the following material weaknesses:

- We do not have a system in place to ensure all of our consulting agreements are timely reconciled to the financial statements.

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

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Changes in Internal Control over Financial Reporting

We made the following changes in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended January 31, ~~2009~~2010 that materially ~~affectedour~~affected our internal control over financial reporting.

We developed a plan to ensure that all information was recorded, processed, summarized and reported accurately and we will continue to educate our management personnel to comply with the disclosure requirements and financial reporting controls necessary and we will increase management oversight of accounting and reporting functions in the future.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our sole executive officer and director as of May 1812, ~~2009~~2010 is as follows:

NAME	~~AGE~~	~~POSITION~~AGE		POSITION
Ken Osako	37	~~President, Chief Executive Officer, Chief Financial Officer~~38		President, Chief Executive Officer, Chief Financial Officer

The following summarizes the occupation and business experience during the past five years for our sole officer and directors.

KEN OSAKO is our President, Chief Executive Officer and Chief Financial Officer as well as Chairman of our Board of Directors. Mr. Osako is 3638 years old. From 2004 to the 2007 Mr. Osako ~~has~~ served as the CEO of Strategic Capital Consultants, Inc. From 2000 to 2003 Mr. Osako served as the President of High Speed Cash, Inc. Mr. Osako served as the CFO for Wheels America Advertising, Inc. from 1998 to 2000. From 1996 to 1997 he served as the President of Conversion Specialist. From 1995 to 1996 he served as the CFO of Morrison Distributors, Inc. Mr. Osako graduated from Oglethorpe University in Atlanta, GA with a Bachelors of Science degree.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. For the fiscal year ended January 31, ~~2009~~2010, we did not compensate our sole director for his services.

Legal Proceedings

Our officer and director has not filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Family relationships

None.

Current Issues and Future Management Expectations

No board audit committee has been formed as of the filing of this Annual Report.

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Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended January 31, ~~2009~~ 2010.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics was previously filed ~~with~~as an Exhibit to the 10KSB on ~~March~~May 2615, 2008 ~~as an exhibit~~.

ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended January 31, ~~2009~~2010, and ~~2008~~2009 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

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SUMMARY COMPENSATION TABLE

Name and principal position	~~Year~~	Year	~~Salary ($)~~	Salary ($)		~~Bonus ($)~~	~~Stock~~Bonus ~~Awards~~ ($)	~~Option~~Stock Awards ($)		Option Awards ($)	~~Non-Equity Incentive Plan Compensation ($)~~	~~Nonqualified~~Non-Equity ~~Deferred~~Incentive Plan Compensation ~~Earnings~~ ($)		Nonqualified Deferred Compensation Earnings ($)	~~All Other Compensation ($)~~	~~Total~~All Other Compensation ($)		Total ($)
Ken Osako,	~~2009~~	2010	$	0$	0	0	0	$0	0	$	0	$0	0	$	0	$0	0	$	0
President,	2008		$	0		0	0	$	0		0	$	0		0	$	0
President, Chief Executive		2009		$	0		0	0		$	0	0		$	0	0		$	0
Chief Executive Officer and Director
Officer and Director

Employment Agreements

We do not have an employment or consultant agreement with Mr. Kenji Osako, our Chief Executive Officer, President, and Chairman of the Board of Directors. Mr. Osako ~~not~~ has not received or accrued any compensation to date and has no written contract or any commitment to receive annual compensation and has agreed to forego any salary until such time as the Company has sufficient revenues therefore and/or receives sufficient outside financing.

Outstanding Equity Awards

None

Long-Term Incentive Plan (“LTIP”) ~~Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP~~

There were no awards made to our sole officer in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

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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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of May 1812, ~~2009~~ 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)

Common Stock	Ken Osako	6,610,000	84.16%

Common Stock	All executive officers and directors as a group	6,610,000	84.16%

(1)The percent of class is based on 7,854,150 shares of our common stock issued and outstanding as of May 1812, ~~2009~~2010.

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Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED ~~TRANSACTION~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the year ending 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.

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.

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As of January 31, 2010 and 2009 the related party officer and director is owed a total of $21,093 and $57,452, respectively and accrued interest of $9,167 and $8,086, respectively. The Company recorded interest expense during year ended January 31, 2010 and 2009 of $2,802 and $7,557 respectively.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company’s fiscal years ended January 31, ~~2009~~2010 and ~~2008~~2009, we were billed approximately $2219,~~565~~700 and $2922,~~075~~565, respectively, for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended January 31, ~~2009~~2010 and ~~2008~~ 2009.

Tax Fees

For the Company’s fiscal years ended January 31, ~~2009~~2010 and ~~2008~~2009, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended January 31, ~~2009~~2010 and ~~2008~~ 2009.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement shall be:

-(a) approved by our audit committee; or

-(b) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

~~The pre-approval~~Our ~~process has just been implemented in response to the new rules. Therefore, our~~ board of directors ~~does not have records of what percentage of the above fees were~~ pre-approved~~. However,~~ ~~all~~100% of the above ~~services and~~ fees ~~were reviewed~~ and ~~approved by the entire board of directors either before or after the respective~~ services ~~were rendered~~.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

3. Exhibits

14	Code of Ethics *
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer


31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

* Filed with the original Form 10-~~KSB on May 15, 2007~~28-

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SIGNATURES

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

Dated: May 1812, ~~2009~~2010

ASPIRE JAPAN, INC. By: /s/ Ken Osako Ken Osako President, Chief Executive Officer, Chief Financial Officer , Principal Accounting Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

Name	Title	Date
/s/ Ken Osako	President, Chief Executive Officer,	May 1812, ~~2009~~2010
Ken Osako	Chief Financial Officer , Principal Accounting Officer

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Filing Compare · ASPIRE JAPAN, INC.