Aspire Japan (ASJP) 10-K 2010 FY Annual report

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, 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

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).

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 July 31, 2009 based on a closing price of $6.25 was approximately $7,776,938.

As of May 12, 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	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24
ITEM 9A(T).	CONTROLS AND PROCEDURES	24
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	25
ITEM 11.	EXECUTIVE COMPENSATION	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	27
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	28
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	28
SIGNATURES		29

PART I

ITEM 1.         DESCRIPTION OF BUSINESS.

Corporate History

Aspire Japan, Inc.was incorporated on February 2, 2005 in the State of Delaware. In September 2006, we 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, we decided to abandon the mail-order business and entered into the Intellectual Property Rights Trading Business which we have been unsuccessful in to date.  However we still intend to generate revenue and profits with the Intellectual Property Rights Trading Business. We have  not had any significant operations or activities from inception; accordingly, 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.

Products and Services

Our principal business activity will be the buying and selling of intellectual property rights. Intellectual property rights are tradable, identifiable, and legally protected assets. Common forms of intellectual property rights include patents, copyrights, trademarks, trade secrets, know-how, and franchises.

In the business of brokering the purchase and sale of intellectual property rights, the valuation of such rights is a challenging but important part of the process. We will rely on third party professionals to value the intellectual property rights. We do not have contracts with specific vendors or partners to conduct valuation service for the intellectual property rights.

To conduct our business, we are searching for intellectual property rights that are valued with the net cash flow approach with the market consideration of only one market. Some of the intellectual property 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 brokering the purchase and sale of intellectual property rights, and collecting the mark-up on such transactions.

Marketing

We plan to position ourselves as a value added bridge for sellers and buyers of intellectual property rights. We intend to create an extensive proprietary database of buyer and seller information through the use of the internet and various small business networks throughout the world. We are working to build a database and network to market our services and our business.

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.

Online marketing activity is rapidly evolving and intensely competitive. Many competitors in this area have greater financial, technical and marketing resources than the Company. Database management, logistics and database management technologies may increase the competitive pressures on online business marketers, including the Company.

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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.

In January 2008 we entered into a separation agreement with our former President and Chief Executive Officer pursuant to whichee  agreed to pay him a total of $230,000. The payment terms were as follows $30,000 monthly beginning January 31, 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 agreement. In February 2009 the former President and Chief Executive Officer filed a law suit against us and our current President and Chief Executive Officer claiming total damages of $1,205,587.   On May 18, 2009 the former President and Chief Executive Officer obtained a default judgment in the amount of $1,049,719 which includes the money award amount, prejudgment interest of 9%, post judgment interest of 9% through January 31, 2010, attorney fees, and other costs and disbursements. The judgment accrues interest at a rate of 9% per annum. As of January 31, 2010 the former President and Chief Executive officer is owed a total of $1,049,719.

In December 2007 we terminated our Executive Vice-President. As of January 31, 2010 we have 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.

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 the quarter ending January 31, 2009. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

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Quarter ended	Low Price		High Price
January 31, 2009	$	6.25	$	6.25
April 30, 2009	$	6.25	$	6.25
July 31, 2009	$	6.25	$	6.25
October 31, 2009	$	6.25	$	6.25
January 31, 2010	$	6.25	$	8.50

Holders

As of May 12, 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. 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.

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Plan of Operations

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

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

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

Capital Resources and Liquidity

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, 2010 and 2009 was $37,328 and $21,863, 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, 2010 and 2009 was $24,631 and $13,979, respectively. A new note was entered into on October 9, 2008 with a new due date of October 9, 2009. A new note was entered into on October 9, 2009 with a new due date of October 8, 2010. All other terms remained the same.

 On October 12, 2007, 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, 2010 and 2009 was $14,021 and $7,943. A new note was entered into on October 11, 2008 with a new due date of October 11, 2009. A new note was entered into on October 11, 2009 with a new due date of October 10, 2010. All other terms remained the same.

 On November 12, 2007, 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.

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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.

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.

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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, 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.

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.

On April 30, 2009, we 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 we repaid principal of $30,396 and accrued interest of $6,675.  Accrued interest at January 31, 2010 was $454.

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.

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

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

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

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.

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

Results of 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:

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1.	August 29, 2008, 50 Million Japanese Yen (Approximately $454,545)
2.	September 12, 2008, 50 Million Japanese Yen (Approximately $454,545)
3.	September 30, 2008, 200 Million Japanese Yen (Approximately $1,818,182)
4.	January 31, 2009, 300 Million Japanese Yen (Approximately $2,727,273)

On November 27, 2008, we notified Eiwa that we were unilaterally canceling the agreement. We have not made any payments and we are in default under the payment terms of the agreement.  If Eiwa does not agree to cancel the agreement, we might be required to make the payments as per the agreement.  To date, we 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 pur chase price in the following manner:

1.	August 29, 2008, 200 Million Japanese Yen (Approximately $1,818,182)
2.	September 30, 2008, 400 Million Japanese Yen (Approximately $3,636,354)
3.	January 31, 2009, 1 Billion Japanese Yen (Approximately $9,090,909)

Pursuant to the agreement, we are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $121,273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of April 21, 2010, we have not made any royalty payments.

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

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.

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

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

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

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided t hat 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.

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.

-9-

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, 2010 and 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, 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, 2010 and 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, 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 $3,485,479, a working capital deficiency of $1,803,782, a stockholders’ deficit of $1,803,307 and used cash in operations of $1,640,289 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

April 21, 2010

-10-

Aspire Japan, Inc.
(A Development Stage Company)
BALANCE SHEETS
	January 31,			January 31,
	2010			2009
ASSETS
CURRENT ASSETS
Cash	$	388		$	712
Prepaid expense		545			-
TOTAL CURRENT ASSETS		933			712
OTHER ASSETS
Deposits		475			-
TOTAL ASSETS	$	1,408		$	712
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	20,353		$	41,973
Accrued interest		97,447			51,854
Accrued interest - related party		9,167			8,086
Judgment payable		1,049,719			1,205,587
Severance payable		236,730			236,730
Notes payable		370,206			197,403
Loans payable -related party		21,093			57,452
TOTAL CURRENT LIABILITIES		1,804,715			1,799,085
LONG TERM LIABILITIES
Notes payable		-			40,135
TOTAL LIABILITIES		1,804,715			1,839,220
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Preferred Stock - Par value $.001;
Authorized: 50,000,000
Issued and Outstanding: none		-			-
Common Stock - Par value $0.001;
Authorized: 100,000,000
Issued and Outstanding:7,854,150 and  7,854,150 respectively		7,854			7,854
Additional Paid-In Capital		1,679,396			1,589,396
Other Comprehensive Income (Loss)		(5,078	)		(5,078	)
Accumulated Deficit during development stage		(3,485,479	)		(3,430,680	)
Total Stockholders' Deficit		(1,803,307	)		(1,838,508	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,408		$	712

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

-11-

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 January 31,
	2010			2009			2010
Revenue	$	-		$	-		$	-
Operating Expenses
Professional Fees		42,266			66,914			373,317
Marketing Expenses		-			-			156,562
Consulting Fees		10,000			55,000			216,510
Compensation Expense		90,000			90,000			461,031
Severance Expense		(155,868	)		1,005,587			1,316,449
General and administrative		11,977			88,935			889,322
Total Operating Expenses / (Income)		(1,625	)		1,306,436			3,413,191
Income / (Loss) from Operations		1,625			(1,306,436	)		(3,413,191	)
Interest Income		1			12			2,631
Foreign Currency Transaction Loss		(4,316	)		(713	)		(6,859	)
Gain on liquidated damages		-			84,949			84,949
Interest Expense		(52,109	)		(59,979	)		(153,009	)
Total Other Income/(Expense)		(56,424	)		24,269			(72,288	)
Provision for Income Taxes		-			-			-
Net Loss		(54,799	)		(1,282,167	)		(3,485,479	)
Other Comprehensive Income / (Loss)
Other Comprehensive Income		-			61			61
Foreign Currency Translation Loss		-			-			(5,139	)
Comprehensive Loss	$	(54,799	)	$	(1,282,106	)	$	(3,490,557	)
Net Loss Per Share  - basic and diluted	$	(0.01	)	$	(0.16	)
Weighted average number of shares outstanding		7,854,150			7,829,682
during the period - basic and diluted

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

-12-

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

Cash and Cash Equivalents, and Credit Risk:

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

The Company maintains a portion of its deposits in a financial institution that insures its deposits with the FDIC insurance up to $250,000 per depositor and deposits in excess of such insured amounts represent a credit risk to the Company. At 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, 2010  and 2009 and the period February 2, 2005 (Inception) to January 31, 2010  amounted to $0, $0, and $156,562 respectively.

Reclassification of Prior Period Accounts

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

-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 $3,485,479 from inception, a working capital deficiency of $1,803,782 and a stockholders’ deficit of $1,803,307 as of January 31, 2010 and used cash in operations of $1,640,289 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 probab le or proven reserves. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Stock Compensation

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

Fair Value of Financial Instruments

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

Foreign Currency Translation

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

Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under FASB Accounting Standards Codification No. 260 - Earnings Per Share. Diluted EPS reflects the potential dilution of securities that could share in the earnings. As of January 31, 2010 and 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 June 2009, the FASB issued Financial Accounting Standards Codification No. 860 – Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 wil l have on its financial statements.

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

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

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

-17-

NOTE 2 - PROPERTY AND EQUIPMENT

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 through January 31, 2010.

NOTE 3 – JUDGEMENT PAYABLE / ACCRUED SEVERANCE

In January 2008 the Company entered into a separation agreement with its former President and Chief Executive Officer. The Company agreed to pay him a total of $230,000. The payment terms are as follows $30,000 monthly beginning January 31, 2008 and a final payment of $50,000 payable July 31, 2008.  As of January 31, 2010 the Company paid a total of $30,000 and is currently in default of the agreement. In February 2009 the former President and Chief Executive Officer filed a law suit against the Company and the current President and Chief Executive Officer claiming total damages of $1,205,587.  During the year ended January 31, 2009 the Company accrued additional severance expenses of $1,005,587 in accordance with the default under the settlement agreement. On May 18, 2009 the former President and Chief Ex ecutive Officer obtained a default judgment in the amount of $1,049,719 which includes the money award amount, prejudgement interest of 9%, post judgement interest of 9% through January 31, 2010, attorney fees, and other costs and disbursements.. The Judgment accrues interest at a rate of 9% per anuum. As of January 31, 2010 the former President and Chief Executive officer is owed a total of $1,049,719.   

In December 2007 the 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.

-18-

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

During the year ended January 31, 2010, the Company received $111,897 and repaid a total of $148,256 from a related party officer and director.  The amount is due on demand and bears interest of 10% per annum. (See Note 6).

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 (See Note 6).

NOTE 5 - INTELLECTUAL PROPERTY RIGHTS SALES AGREEMENT

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

1.	August 29, 2008, 50 Million Japanese Yen (Approximately $454,545)
2.	September 12, 2008, 50 Million Japanese Yen (Approximately $454,545)

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

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

The reason no liability has been recorded for the cancelled purchase agreement with Eiwa is because we have not recorded any amounts due under the intangible purchase agreement as no property has been received – we 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.  Pu rsuant to the agreement, GIS entered into a note with us to pay the purchase price in the following manner:

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

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

Pursuant to the agreement, we are required to pay a fixed royalty amount of 13,340,000 Japanese Yen (Approximately $121,273) monthly to GIS for the license to operate the business and to use our best efforts to market the product in the United States. As of April 21, 2010, we have not made any royalty payments.

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

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NOTE 6 – NOTES AND LOANS PAYABLE -RELATED PARTY

During the year ending January 31, 2007, the Company received $101,680 from a related party officer and director.  The amount 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.

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, 2010 and 2009   was $37,328 and $21,863, respectively.  A new note was entered into on August 31, 2008 with a new due date of August 31, 2009. All other terms remained the same. A new note was entered into on August 31, 2009 with a new due date of August 30, 2010. All other terms remained the same.

On October 10, 2007, the Company entered into a twelve month unsecured note payable for $59,177.  The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 9, 2008. Accrued interest at  January 31, 2010 and 2009 was $24,631 and $13,979, respectively. A new note was entered into on October 9, 2008 with a new due date of October 9, 2009. A new note was entered into on October 9, 2009 with a new due date of October 8, 2010. All other terms remained the same.

On October 12, 2007, the Company entered into a twelve month unsecured note payable for $33,767.  The note will accrue interest at a rate of 18%, with principle and interest due and payable on October 11, 2008. Accrued interest at January 31, 2010 and 2009 was $14,021 and $7,943. A new note was entered into on October 11, 2008 with a new due date of October 11, 2009. A new note was entered into on October 11, 2009 with a new due date of October 10, 2010. All other terms remained the same.

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

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

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

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

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

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

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

On March 13, 2008 the Company entered into a twelve month unsecured note payable for $19,472.  The note will accrue interest at a rate of 18%, with principle and interest due and payable on March 12, 2009. On March 18, 2008 the Company converted $7,708 of principle and accrued interest of $48 into 2,585 common shares of the Company’s common stock at a conversion price of $3.00.  Accrued interest at 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 entered into a twelve month unsecured note payable for $4,814.  The note will accrue interest at a rate of 18% per annum and is payable May 21, 2009. Accrued interest at 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 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.

On April 30, 2009, the Company entered into a twelve month unsecured note payable for 5,000,000 Japanese Yen (Approximately $51,620).  The note will accrue interest at a rate of 20% per annum and is payable April 30, 2010. On December 22, 2009 the Company repaid principal of $30,396 and accrued interest of $6,675.  Accrued interest at 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 has amortized the value of the shares over the contract period of six months. 

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

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

In-Kind Contribution of Compensation

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

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

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

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

NOTE 9 – SUBSEQUENT EVENTS

As of April 21, 2010, the Related Party, Officer and Director has entered into additional notes payable totaling $11,556 and has received repayments of $8,500 from the 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 not  effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submit s 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, 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, 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, 2010 that materially 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.

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 12, 2010 is as follows:

NAME	AGE	POSITION
Ken Osako	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 38 years old. From 2004 to the 2007 Mr. Osako 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, 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, 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 as an Exhibit to the 10KSB on May 15, 2008.

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, 2010, and 2009 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

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

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 12, 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 12, 2010. 

 Stock Option Grants

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

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED 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 paya ble 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, 2010 and 2009, we were billed approximately $19,700 and $22,565, 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, 2010 and 2009.

Tax Fees

For the Company’s fiscal years ended January 31, 2010 and 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, 2010 and 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.

Our board of directors pre-approved 100% of the above fees and services. 

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

3. Exhibits 

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

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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 12, 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 12, 2010
Ken Osako	Chief Financial Officer , Principal Accounting Officer

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