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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x Quarterly Report
  Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2005

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act
  Of 1934 For the transition period ________ to ________

COMMISSION FILE NUMBER 000-50163

AQUA SOCIETY, INC.(Name of small business issuer in its charter)

|NEVADA                                           | 52-2357931                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Konrad - Adenauer Strasse 9-13                   |                                     
|45699 Herten, Germany                            | 011-49-6031-791-760                 
|(Address of principal executive offices)         | Issuer's telephone number           

NOT APPLICABLEFormer name, former address and former fiscal year, if changed since last
  report

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past twelve 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  ̈

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of August 15,
2005, the Issuer had 115,689,988 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes ̈    No x

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

2

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AQUA SOCIETY, INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)

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AQUA SOCIETY, INC.
  INTERIM CONSOLIDATED BALANCE SHEETS
  June 30, 2005 and September 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                             |   | June 30,    |   |   | September 30, |  
|------------------------------------------------------------ | - | ----------- | - | - | ------------- | -
|                                                             |   | 2005        |   |   | 2004          |  
|                                                             |   |             |   |   |               |  
|ASSETS                                                       |  
|                                                             |   |             |   |   |               |  
|Current                                                      |   |             |   |   |               |  
|Cash                                                         | $ | 2,637,993   |   | $ | 6,713         |  
|Accounts receivable                                          |   | 675,302     |   |   | 8,841         |  
|Inventory                                                    |   | 125,175     |   |   | 47,346        |  
|Loans receivable –
      Note 6                              |   | 343,154     |   |   | -             |  
|                                                             |   |             |   |   |               |  
|                                                             |   | 3,781,624   |   |   | 62,900        |  
|Investment – Note 4                                          |   | 30,925      |   |   | -             |  
|Patents                                                      |   | 193,645     |   |   | 25,056        |  
|Capital assets                                               |   | 51,834      |   |   | 6,269         |  
|Due from related party – Note 5                              |   | -           |   |   | 7,535         |  
|                                                             |   |             |   |   |               |  
|                                                             | $ | 4,058,028   |   | $ | 101,760       |  
|                                                             |   |             |   |   |               |  
|LIABILITIES                                                  |  
|                                                             |   |             |   |   |               |  
|Current                                                      |   |             |   |   |               |  
|Accounts payable and
      accrued liabilities – Note 5      | $ | 400,512     |   | $ | 99,194        |  
|Loans payable –
      Note 7                                 |   | 227,211     |   |   | 126,795       |  
|                                                             |   |             |   |   |               |  
|                                                             |   | 627,723     |   |   | 225,989       |  
|Loans payable – Note 7                                       |   | 1,442,117   |   |   | -             |  
|                                                             |   |             |   |   |               |  
|                                                             |   | 2,069,840   |   |   | 225,989       |  
|                                                             |   |             |   |   |               |  
|STOCKHOLDERS’ DEFICIENCY                                     |  
|                                                             |   |             |   |   |               |  
|Common stock, $0.001 par value – Notes 8, 9, 10
      and 11 |   |             |   |   |               |  
|300,000,000 shares
      authorized                          |   |             |   |   |               |  
|115,664,988 shares
      issued and outstanding              |   |             |   |   |               |  
|(September 30, 2004: 79,908,000)                             |   | 115,665     |   |   | 79,908        |  
|Additional paid-in capital                                   |   | 3,886,900   |   |   | 25,056        |  
|Contributed surplus                                          |   | 22,239,996  |   |   | -             |  
|Special warrants                                             |   | -           |   |   | 34,000        |  
|Accumulated other comprehensive loss                         |   | (9,263      | ) |   | (997          | )
|Accumulated deficit                                          |   | (24,245,110 | ) |   | (262,196      | )
|                                                             |   |             |   |   |               |  
|                                                             |   | 1,988,188   |   |   | (124,229      | )
|                                                             |   |             |   |   |               |  
|                                                             | $ | 4,058,028   |   | $ | 101,760       |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.
  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS 
  AND COMPREHENSIVE LOSS 
  for the three and nine months ended June 30, 2005 
  and for the period May 13, 2004 (Date of Incorporation) to June 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                              |   |              |   |   |             |   |   | May 13, 2004   |  
|--------------------------------------------- | - | ------------ | - | - | ----------- | - | - | -------------- | -
|                                              |   |              |   |   |             |   |   | (Date of       |  
|                                              |   | Three months |   |   | Nine months |   |   | Incorporation) |  
|                                              |   | ended        |   |   | Ended       |   |   | to             |  
|                                              |   | June 30,     |   |   | June 30,    |   |   | June 30,       |  
|                                              |   | 2005         |   |   | 2005        |   |   | 2004           |  
|                                              |   |              |   |   |             |   |   |                |  
|Revenue                                       | $ | 601,068      |   | $ | 601,068     |   | $ | -              |  
|Less: Cost of goods sold                      |   | 372,751      |   |   | 372,751     |   |   | -              |  
|                                              |   |              |   |   |             |   |   |                |  
|                                              |   | 228,317      |   |   | 228,317     |   |   | -              |  
|General and administrative expenses:          |   |              |   |   |             |   |   |                |  
|Accounting and audit
      fees               | $ | 26,795       |   | $ | 98,694      |   | $ | 5,904          |  
|Advertising and promotion                     |   | 106,759      |   |   | 152,979     |   |   | -              |  
|Amortization                                  |   | 3,058        |   |   | 8,334       |   |   | -              |  
|Bank charges and interest                     |   | 12,012       |   |   | 16,647      |   |   | -              |  
|Consulting fees                               |   | 74,441       |   |   | 140,162     |   |   | -              |  
|Development costs –
      Note 5              |   | 19,613       |   |   | 528,715     |   |   | -              |  
|Legal fees                                    |   | 3,056        |   |   | 71,305      |   |   | 9,115          |  
|Filing fees                                   |   | 456          |   |   | 6,907       |   |   | -              |  
|Management fees –
      Note 5                |   | 175,415      |   |   | 409,950     |   |   | -              |  
|Office and miscellaneous                      |   | 15,363       |   |   | 62,962      |   |   | -              |  
|Rent                                          |   | 33,812       |   |   | 50,755      |   |   | -              |  
|Salaries and benefits                         |   | 64,638       |   |   | 96,369      |   |   | -              |  
|Stock-based compensation
      – Note 8       |   | -            |   |   | 22,480,000  |   |   | -              |  
|Transfer agent                                |   | 629          |   |   | 5,001       |   |   | -              |  
|Travel                                        |   | 9,928        |   |   | 82,451      |   |   | -              |  
|                                              |   |              |   |   |             |   |   |                |  
|                                              |   | (545,975     | ) |   | (24,211,231 | ) |   | (15,019        | )
|                                              |   |              |   |   |             |   |   |                |  
|Net loss for the period                       |   | (317,658     | ) |   | (23,982,914 | ) |   | (15,019        | )
|                                              |   |              |   |   |             |   |   |                |  
|Other comprehensive loss                      |   |              |   |   |             |   |   |                |  
|Foreign currency adjustment                   |   | (29,814      | ) |   | (8,266      | ) |   | -              |  
|                                              |   |              |   |   |             |   |   |                |  
|Comprehensive loss for the period             | $ | (347,472     | ) | $ | (23,991,180 | ) | $ | (15,019        | )
|                                              |   |              |   |   |             |   |   |                |  
|Basic loss per share                          | $ | (0.00        | ) | $ | (0.23       | ) |   | (15,019        | )
|                                              |   |              |   |   |             |   |   |                |  
|Weighted average number of shares outstanding |   | 114,465,292  |   |   | 106,041,321 |   |   | 1              |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.
  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
  for the nine months ended June 30, 2005 and 
  for the period May 13, 2004 (Date of Incorporation) to June 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                       |   |             |   |   | May 13, 2004   |  
|------------------------------------------------------ | - | ----------- | - | - | -------------- | -
|                                                       |   |             |   |   | (Date of       |  
|                                                       |   | Nine months |   |   | Incorporation) |  
|                                                       |   | ended       |   |   | to             |  
|                                                       |   | June 30,    |   |   | June 30,       |  
|                                                       |   | 2005        |   |   | 2004           |  
|Cash flows used in
      Operating Activities          |   |             |   |   |                |  
|Net loss for the period                                | $ | (23,982,914 | ) | $ | (15,019        | )
|Items not affecting cash:                              |   |             |   |   |                |  
|Amortization                                           |   | 8,334       |   |   | -              |  
|Stock-based compensation                               |   | 22,480,000  |   |   | -              |  
|Unrealized foreign
      exchange gain                 |   | (8,266      | ) |   | -              |  
|Changes in non-cash working capital items:             |   |             |   |   |                |  
|Accounts receivable                                    |   | (666,461    | ) |   | -              |  
|Inventory                                              |   | (77,829     | ) |   | -              |  
|Accounts payable
      and accrued liabilities         |   | 301,318     |   |   | 15,000         |  
|                                                       |   |             |   |   |                |  
|                                                       |   | (1,945,818  | ) |   | (19            | )
|                                                       |   |             |   |   |                |  
|Cash flows used in
      Investing Activities          |   |             |   |   |                |  
|Cash acquired from business acquisition                |   | -           |   |   | -              |  
|Investment                                             |   | (30,925     | ) |   | -              |  
|Patents and development costs                          |   | (168,589    | ) |   | -              |  
|Decrease in due from related party                     |   | 7,535       |   |   | -              |  
|Capital asset purchases                                |   | (53,899     | ) |   | -              |  
|Loans receivable                                       |   | (343,154    | ) |   | -              |  
|                                                       |   |             |   |   |                |  
|                                                       |   | (589,032    | ) |   | -              |  
|                                                       |   |             |   |   |                |  
|Cash flows from Financing
      Activities             |   |             |   |   |                |  
|Issuance of common stock for cash                      |   | 3,623,597   |   |   | 25,000         |  
|Loans payable                                          |   | 1,542,533   |   |   | -              |  
|                                                       |   |             |   |   |                |  
|                                                       |   | 5,166,130   |   |   | 25,000         |  
|                                                       |   |             |   |   |                |  
|Increase in cash during
      the period               |   | 2,631,280   |   |   | 24,981         |  
|                                                       |   |             |   |   |                |  
|Cash, beginning of
      the period                    |   | 6,713       |   |   | -              |  
|                                                       |   |             |   |   |                |  
|Cash, end of the period                                | $ | 2,637,993   |   | $ | 24,981         |  
|                                                       |   |             |   |   |                |  
|Supplemental disclosure
      of cash flow information |   |             |   |   |                |  
|Cash paid for:                                         |   |             |   |   |                |  
|Interest                                               | $ | -           |   | $ | -              |  
|                                                       |   |             |   |   |                |  
|Income taxes                                           | $ | -           |   | $ | -              |  
|                                                       |   |             |   |   |                |  
|Non-cash Transactions – Note 9                         |   |             |   |   |                |  

SEE ACCOMPANYING NOTES

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AQUASOCIETY,INC. 
  INTERIM STATEMENT OF STOCKHOLDERS’ DEFICIENCY 
  for the period May 13, 2004 (Date of Incorporation) to June 30, 2005
  (Stated in US Dollars)
  (Unaudited )

|                                    | Common Stock |   |   |           |   |   |            |   |   |             |   | Accumulated      |   |   |               |   |   |             |  
|----------------------------------- | ------------ | - | - | --------- | - | - | ---------- | - | - | ----------- | - | ---------------- | - | - | ------------- | - | - | ----------- | -
|                                    |              |   |   |           |   |   | Additional |   |   |             |   |                  |   |   |               |   |   | Other       |  
|                                    |              |   |   |           |   |   | Paid-in    |   |   | Contributed |   | Special Warrants |   |   | Comprehensive |   |   | Accumulated |  
|                                    | Number       |   |   | Par Value |   |   | Capital    |   |   | Surplus     |   | Number           |   |   | Amount        |   |   | Loss        |  
|                                    |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|Capital stock issued for cash       | 1            |   | $ | 31,042    |   | $ | -          |   | $ | -           |   | -                |   | $ | -             |   | $ | -           |  
|Contribution of assets              | -            |   |   | -         |   |   | 25,056     |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Pursuant to the acquisition of Aqua |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|Society GmbH                        | 10,000,000   |   |   | 10,000    |   |   | (2,780     | ) |   | 2,780       |   | 34,000,000       |   |   | 34,000        |   |   | -           |  
|Exchange of shares                  | (1           | ) |   | (31,042   | ) |   | -          |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Outstanding shares of Company       |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|prior to acquisition                | 69,908,000   |   |   | 69,908    |   |   | -          |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Unrealized loss on translation      | -            |   |   | -         |   |   | -          |   |   | -           |   | -                |   |   | -             |   |   | (997        | )
|Net loss for the period             | -            |   |   | -         |   |   | -          |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|                                    |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|Balance, September 30, 2004         | 79,908,000   |   |   | 79,908    |   |   | 22,276     |   |   | 2,780       |   | 34,000,000       |   |   | 34,000        |   |   | (997        | )
|Common stock issued for cash        |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|– at $2.40                          | 416,666      |   |   | 417       |   |   | 999,583    |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Conversion of special warrants      | 34,000,000   |   |   | 34,000    |   |   | -          |   |   | -           |   | (34,000,000      | ) |   | (34,000       | ) |   | -           |  
|Stock-based compensation            | -            |   |   | -         |   |   | -          |   |   | 22,480,000  |   | -                |   |   | -             |   |   | -           |  
|Common stock issued pursuant to     |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|exercise of options – at $1.70      | 108,000      |   |   | 108       |   |   | 183,492    |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Transfer of contributed surplus on  |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|exercise of options                 | -            |   |   | -         |   |   | 242,784    |   |   | (242,784    | ) | -                |   |   | -             |   |   | -           |  
|Common stock issued for cash        |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|– at $1.98                          | 1,232,322    |   |   | 1,232     |   |   | 2,438,765  |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|Unrealized gain on translation      | -            |   |   | -         |   |   | -          |   |   | -           |   | -                |   |   | -             |   |   | (8,266      | )
|Net loss for the period             | -            |   |   | -         |   |   | -          |   |   | -           |   | -                |   |   | -             |   |   | -           |  
|                                    |              |   |   |           |   |   |            |   |   |             |   |                  |   |   |               |   |   |             |  
|Balance, June 30, 2005              | 115,664,988  |   | $ | 115,665   |   | $ | 3,886,900  |   | $ | 22,239,996  |   | -                |   | $ | -             |   | $ | (9,263      | )

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  June 30, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Nature of Operations
      Effective September 22, 2004, Aqua Society, Inc. (the
        “Company) acquired 100% of the issued and outstanding stock of Aqua
        Society GmbH (“Aqua”), a German limited liability company
        that is in the business of developing technologies for application in
        the areas of refrigeration, water purification and waste water treatment.
        Effective December 27, 2004, the Company changed its name to the Aqua
        Society, Inc.
      The accompanying unaudited interim consolidated financial
        statements have been prepared by the Company pursuant to the rules and
        regulations of the United States Securities and Exchange Commission. Certain
        information and disclosures normally included in annual financial statements
        prepared in accordance with accounting principles generally accepted in
        the United States of America have been condensed or omitted pursuant to
        such rules and regulations. In the opinion of management, all adjustments
        and disclosures necessary for a fair presentation of these interim consolidated
        financial statements have been included. Such adjustments consist of normal
        recurring adjustments. These interim consolidated financial statements
        should be read in conjunction with the audited consolidated financial
        statements of the Company for the period May 14, 2004 (Date of Incorporation)
        to September 30, 2004, as filed with the United States Securities and
        Exchange Commission.
      The results of operations for the nine months ended
        June 30, 2005 are not indicative of the results that may be expected for
        the full year.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 2 | Continuance of Operations
      The interim consolidated financial statements have been
        prepared using generally accepted accounting principles in the United
        States of America applicable for a going concern which assumes that the
        Company will realize its assets and discharge its liabilities in the ordinary
        course of business. As at June 30, 2005, the Company has not yet achieved
        profitable operations and has accumulated significant losses since its
        commencement. Its ability to continue as a going concern is dependent
        upon the ability of the Company to generate profitable operations in the
        future and/or obtain the necessary financing to meet its obligations and
        pay its liabilities arising from normal business operations when they
        come due. The outcome of these matters cannot be predicted, with any certainty,
        at this time. These financial statements do not include any adjustments
        to the amounts and classifications of assets and liabilities that may
        be necessary should the Company be unable to continue as a going concern.
      The Company’s current working capital is not sufficient
        to support current commitments and operations and planned expansion for
        the next twelve months. The Company intends to support operations for
        the year ended September 30, 2005 through loans and share issuances.                                                                                                                                                                                                                                                                                              

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Aqua Society, Inc. 
  Notes to the Interim Consolidated Financial Statements 
  June 30, 2005
  (Stated in US Dollars) – Page 2
  (Unaudited)

|Note 3 | Significant Accounting Policy - Consolidation
      The consolidated financial statements have, in management’s
        opinion been properly prepared within the framework of the significant
        accounting policies. The consolidated financial statements include the
        accounts of the Company and its wholly owned subsidiary, Aqua Society
        GmbH, a German limited liability company. All inter-company transactions
        have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 4 | Business Acquisition
      By an agreement dated November 30, 2004 and effective
        December 10, 2004, the Company acquired a 33% interest in UFI-Tech GmbH
        (“UFI”), a German limited company, in consideration of EUR25,565
        (US$30,925). UFI develops and constructs membrane filtration systems
        for a variety of applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 5 | Related Party Transactions – Notes 7 and
        10
      The Company incurred management fees of $171,705
        (2004: $Nil) charged by a law firm of which the President of the Company
        is a partner and development costs of $447,218 (2004: $Nil) charged
        by a director of the Company. These expenditures were measured by the
        exchange amounts that are the amounts agreed upon by the transacting parties.
      Included in accounts payable and accrued liabilities
        is $83,820 (September 30, 2004: $Nil) due to a director of the
        Company and to a law firm of which the President of the Company is a partner.
        These amounts are unsecured, non-interest bearing and have no specific
        terms for repayment.
      Included in loans payable is $1,322,034 (September
        30, 2004: $36,803) due to a former President of the Company and a
        law firm which the President of the Company is a partner.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 6 | Loans Receivable
      The loans receivable bear interest at 7.5% per annum,
        are secured by tax refund entitlements and accounts receivable and are
        repayable within one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 7 | Loans Payable
      Of the total outstanding at June 30, 2005, $1,442,117
        (September 30, 2004: $Nil) of the loans payable bear interest at 7.5%
        per annum, are secured by accounts receivable of Aqua Society, GmbH and
        are repayable December 31, 2006 and $96,770 (September 30, 2004: $62,805)
        of loans payable bear interest of 7.5% per annum, are unsecured and are
        repayable within one year. The remainder of the loans are unsecured, non-interest
        bearing and have no specific terms for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                       

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Aqua Society, Inc. 
  Notes to the Interim Consolidated Financial Statements 
  June 30, 2005
  (Stated in US Dollars) – Page 3
  (Unaudited)

|Note 8 | Capital Stock – Notes 9, 10 and 11
      On December 6, 2004, the Company increased its authorized
        common stock to 300,000,000 common shares at $0.001 par value, causing
        the 34,000,000 special warrants to be converted into common shares for
        no additional consideration.
      Commitments:
      Share Purchase Options
      The Company has a share purchase option plan, which
        authorizes the board of directors to grant shares as incentive share purchase
        options to directors, officers, consultants and employees. The exercise
        price of the options is determined by the fair market value of the shares
        at the closing price on the date of the grant.
      A summary of the status of the stock option plan as
        of June 30, 2005 and changes during the period is presented below:
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                            |            |   | Weighted      
| | ---------------------------------------------------------- | ---------- | - | --------------
| |                                                            |            |   | Average       
| |                                                            | Shares     |   | Exercise Price
| |                                                            |            |   |               
| | Options outstanding at September 30, 2004                  | -          |   | -             
| | Granted                                                    | 10,000,000 |   | $1.70         
| | Exercised                                                  | (108,000   | ) | $1.70         
| |                                                            |            |   |               
| | Options outstanding and exercisable at June
      30, 2005 | 9,892,000  |   | $1.70         

| | At June 30, 2005, 9,892,000 share purchase options
        were outstanding to directors, employees and consultants entitling the
        holders thereof the right to purchase one common share of the Company
        at $1.70 per share for each option held. These share purchase options
        expire on October 15, 2009.
      The stock options granted to consultants are marked
        to fair value, using the Black-Scholes option pricing model, and are expensed
        over the vesting period through charges to the statements of operations
        and additional paid-in capital. Total stock-based compensation for stock
        options granted to consultants and non-employees recognized during the
        period ended June 30, 2005 was $22,480,000. This amount was recorded
        in the statements of operations as stock-based compensation and in the
        balance sheets as additional paid-in capital.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Aqua Society, Inc. 
  Notes to the Interim Consolidated Financial Statements 
  June 30, 2005
  (Stated in US Dollars) – Page 4
  (Unaudited)

|Note 8 | Capital Stock – Notes 9, 10 and 11 – (cont’d)
      Commitments: - (cont’d) Share Purchase Options – (cont’d)
      The Compensation charge associated with directors’ and employees’
        options in the amount of $5,620,000 is not recognized in the financial
        statements, but included in the pro forma amounts below.
      The fair value of the stock-based compensation has been determined using
        the Black-Scholes option pricing model with the following assumptions:
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Expected dividend yield                 | 0.0%   
|--------------------------------------- | -------
|Expected volatility                     | 117%   
|Risk-free interest rate                 | 4%     
|Weighted average expected term in years | 5 years

| | The Black-Scholes option-pricing model requires the
        input of highly subjective assumptions including the expected price volatility.
        Changes in the subjective input assumptions can materially affect the
        fair value estimate and therefore the Black-Scholes model does not necessarily
        provide a reliable single measure of the fair value of the Company’s
        share purchase options.
      Had compensation cost associated with directors’
        and employee options been determined based on fair value at the grant
        date, pro forma loss and loss per share would have been as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                             |   | Nine months |  
| | ------------------------------------------- | - | ----------- | -
| |                                             |   | Ended       |  
| |                                             |   | June 30,    |  
| |                                             |   | 2005        |  
| |                                             |   |             |  
| | Comprehensive loss for the period           | $ | (23,991,180 | )
| | Pro forma compensation cost                 |   | (5,620,000  | )
| |                                             |   |             |  
| | Pro forma comprehensive loss for the period | $ | (29,611,180 | )
| |                                             |   |             |  
| | Pro forma comprehensive loss per share      | $ | (0.28       | )

| | Share Purchase Warrants
      As at June 30, 2005, a total of 1,648,988 share purchase
        warrants were outstanding of which 416,666 warrants entitle the holders
        thereof the right to purchase 416,666 common shares at $2.40 per share
        until October 18, 2006 and 1,232,322 entitle the holders thereof the right
        to purchase 1,232,322 common shares at $1.98 per share until June
        24, 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Aqua Society, Inc. 
  Notes to the Interim Consolidated Financial Statements 
  June 30, 2005
  (Stated in US Dollars) – Page 5
  (Unaudited)

|Note 9 | Non-cash Transactions
      Investing and financing activities that do not have
        an impact on current cash flows are excluded from the statement of cash
        flows.
      During the period May 13, 2004 (date of incorporation)
        to September 30, 2004:
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Patents were transferred to Aqua by founding shareholders
        at historical costs totalling $25,056.        
| | -- | ----------------------------------------------------------------------------------------------------------------
|
| | b) | The Company issued 10,000,000 common shares and
        34,000,000 special warrants for the acquisition of Aqua.

|        | During the nine months ended June 30, 2005, the Company
        issued 34,000,000 common shares pursuant to the conversion of 34,000,000
        special warrants for no additional consideration.
      These transactions have been excluded from the statement
        of cash flows.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                         
|Note 10 | Commitments – Note 8                                                                                                                                                                                                                                                                    

| | a) | By four lease agreements dated September 30, 2004
        and effective October 1, 2004, the Company entered into four lease contracts
        for the Company’s corporate head office.                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | The leases require total payments of EUR6,690 (US$8,423)
        per month. Two of the leases are effective until May 31, 2007 and the
        other two are effective until December 31, 2007. The leases will be automatically
        extended every year unless cancelled with six months advance notice.                                                                                                                                                                                                             
|
| | b) | By a lease agreement dated September 30, 2004 and
        effective October 1, 2004, the Company entered into a sales office lease.
        The lease requires payments of EUR680 (US$856) per month for a one-year
        term, and will be automatically extended every year unless cancelled with
        three months advance notice.                                                                                                                                                                                
|
| | c) | By a management consulting contract dated September
        30, 2004 and effective October 1, 2004, the Company agreed to pay EUR15,000
        (US$ 18,885) per month for development, production and quality assurance
        services. This contract is for an unlimited term but may be terminated
        by either party with six months advance notice.                                                                                                                                                           
|
| | d) | By an agreement dated October 1, 2004, the Company
        agreed to pay $2,000 per month to a consultant of the Company. The
        agreement is effective for a term of 5 years. The Company granted 500,000
        common stock options upon signing of the agreement. The exercise price
        of the stock options will be the minimum price permitted by the stock
        incentive plan and will have a term of five years. These stock options
        are included in the 10,000,000 stock options (Note 8).

---

Aqua Society, Inc. 
  Notes to the Interim Consolidated Financial Statements 
  June 30, 2005
  (Stated in US Dollars) – Page 6
  (Unaudited)

|Note 10 | Commitments
        – Note 8 – (cont’d)                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                      
|        | e)                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                      
|        | f)                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                      
|        | g)                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                      
|Note 11 | Subsequent Event
      Subsequent to June 30, 2005, the Company issued 25,000
        common shares at $1.70 per share for total proceeds of $42,500
        pursuant to the exercise of share purchase options outstanding at June
        30, 2005.

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|------- | ----------------------------------------------------------

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include
our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and
other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the
caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking
information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (SEC), particularly our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our", the Company and Aqua Society mean Aqua Society, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the third quarter and nine month period ended June 30, 2005 and changes in our financial condition from September 30,
2004. This discussion should be read in conjunction with the Managements Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-KSB for the year ended September 30, 2004.

Corporate Background

We were incorporated under the laws of the State of Nevada on March 2, 2000, under the name V G Tech, Inc.

On September 22, 2004, we completed the acquisition of Aqua Society GmbH (Aqua GmbH). Aqua GmbH was founded as a limited liability company under the laws of Germany on May 13, 2004.  We are in the business of designing and developing
technologies for application, and providing consulting services, in the areas of heating, ventilating, air conditioning and refrigeration (HVAC&R), water purification and waste water treatment (collectively, the Aqua
Business).

Effective December 27, 2004, we changed our name to Aqua Society, Inc. to better reflect the nature of our business operations

Recent Corporate Developments

The following significant corporate developments have occurred
  since the end of our fiscal quarter for the period ended June 30, 2005:

|1. | We have received an order from Refrigeraciones Kal-Tec
        Espana S.L., a Spanish company (“Kal-Tec”), for the purchase
        of one Aquamission unit at a price of EUR 562,000 (approximately US $707,558
        based on an exchange rate of US $1.2590 per EUR). It is expected that
        Kal-Tec will not be acquiring the Aquamission for its own use but will
        seek to resell the unit to an end user in Spain. The order from Kal-Tec
        originally called for delivery by September 30, 2005, however Kal-Tec
        has verbally agreed to extend the time for delivery until the end of October,
        2005. Payment will be due from Kal-Tec on June 30, 2006 unless Kal-Tec
        is able to resell the Aquamission unit earlier, in which case the purchase
        price will become immediately due.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|2. | In April, 2005, we opened an office in Berlin, the capital of Germany. By having a presence in Berlin, we hope to improve our ability to market our products and services to the governments of countries where our products and
services would be most beneficial.                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | In April, 2005, we reached a verbal agreement to become the exclusive distributor of a patented vacuum pump liquid purification system. We intend to market and distribute this product in connection with the water purification and
waste water treatment services that we provide.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | In April, 2005, we signed a marketing and promotion
        agreement with agents in the United Arab Emirates. Pursuant to this agreement,
        the marketing agents will seek to market and promote our Aquamission and
        Thermomobile products in the Persian Gulf. We agreed to pay the agents
        monthly fees totaling EUR 7,500 (approximately US $9,443 based on an exchange
        rate of US $1.2590 per EUR).                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | In June 2005, we completed a private placement financing of $2,440,000. The financing was provided by two private corporate investors in exchange for 1,232,322 units at a price of $1.98 per unit. Each unit consists of one
share of the Companys common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $1.98 per share for a period of one year
from the date the warrant was issued.                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | At the end of June, 2005, we received a report from the Fraunhofer Institute for Environmental, Safety and Energy Technology UMSICHT confirming the validity of our Thermomission technology. According to the tests conducted by the
Fraunhofer Institute, the Thermomission can successfully utilize low temperature waste heat at temperatures of less than 100°C to generate electricity. According to the report of the Fraunhofer Institute, under ideal conditions, the
Thermomission, when used in conjunction with the Aquamission, can reduce outside electricity consumption by up to 68%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Fraunhofer Institute for Environmental, Safety and Energy Technology UMSICHT is operated by the Fraunhofer Institute, a German research organization that provides applied research services to public institutions, governments
and private industry. The Fraunhofer Institute is Europes leading applied research organization.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | In August, 2005, we received an order for one Thermomobile
        unit at a price of EUR 10,211 (approximately US $12,856 based on an exchange
        rate of US $1.2590 per EUR) from a German company. This order was placed
        as a result of an exhibition we conducted in Duisberg, German. We expect
        to complete delivery of the ordered Thermomobile unit within the next
        4 to 8 weeks.                                                                                                                                                                                

In addition to the above, we have ceased our negotiations to acquire a 25.1% interest in WAT-membratec GmbH. We have no plans to re-explore this acquisition in the foreseeable future.

4

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THE AQUA BUSINESS

We are in the business of designing, developing and marketing technologies and products, and providing consulting services, in the areas of HVAC&R, water purification and waste water treatment. We are currently in the process of developing and
marketing the following products and providing the following services:

The Aquamission Product

The Aquamission product utilizes a patented process to extract water from the surrounding atmosphere. Air is supplied to a refrigerated surface contained within the unit which then causes water in the air to condensate. The collected water is then
passed through a treatment filter for purification. The result is potable water which meets the standards established by the World Health Organizations Guidelines for Drinking-Water Quality.  The amount of water produced by each Aquamission
unit will depend upon a variety of factors, including the ambient temperature and humidity and the size of the unit. A smaller unit, approximately 40cm x 40cm x 60cm in size, is, at optimal temperature and humidity (approximately 23°C and an
average relative humidity of 75%), capable of producing up to 24 liters of drinking quality water per day. A larger unit of approximately 240 cm x 600 cm x 240 cm in size is, at optimal temperature and humidity, capable of producing up to 6,000
liters of drinking quality water per day. In addition to producing potable water, as a byproduct of the condensation process, the refrigerated air expelled by the Aquamission allows it to serve as an air conditioning unit. We have completed the
technical development and testing of the Aquamission and are now in the process of developing the market for the Aquamission.

The Thermomobile Product:

The Thermomobile product is a multi-purpose, self-contained, mobile, refrigerated container unit. The Thermomobile is designed such that the entire container unit can be loaded onto and transported by a variety of large or small transport vehicles.
The device is able to utilize either the power supplied by the vehicles own power system or publicly supplied electricity to keep the interior of the unit refrigerated. Thus the cooling chain can be maintained at all times, whether the
Thermomobile is loaded onto a transport vehicle or not.  The Thermomobile product does not require expensive modifications or permanent affixation to the transport vehicle, allowing the vehicle to still be utilized as a non-refrigerated transport.
Technical development and testing of the Thermomobile has been completed and we are now in the process of developing the market for this product.

The Thermomission Product:

The Thermomission is a product that was designed by us to increase the energy efficiency of our HVAC&R products. The Thermomission works by utilizing the latent (i.e. waste) heat generated by refrigeration and cooling systems and converting that
latent energy into electricity.

We have received a report from the Fraunhofer Institute for Environmental, Safety and Energy Technology UMSICHT, located in Germany, confirming the validity of our Thermomission technology.  In tests conducted by experts at the Fraunhofer Institute,
the Thermomission successfully utilized low termperature waste heat energy at temperatures of less than 100°C to generate usable electricity. According to the Fraunhofer Institutes report, under ideal conditions, the Thermomission, when
used in conjunction with our Aquamission product, can reduce the outside electricity consumption of the Aquamission by up to 68%.

5

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We have filed an international patent application with the German Patent and Trade Mark Office for the Thermomission technology. We are continuing to make further refinements and improvements to the Thermomission Product.

Consulting Services

In addition to developing our core Aqua products, we also provide consulting services in the areas of HVAC&R, water purification and waste water treatment. Our employees and consultants have considerable expertise in utilizing existing and
emerging technologies to provide efficient solutions to client problems, including:

|1. | The use of membrane and vacuum technologies to design, construct and maintain water purification, water recycling and waste water treatment systems;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                     
|2. | Constructing, evaluating, improving and enhancing cold storage facilities used to safely store food and medical products; and                       
|   |                                                                                                                                                     
|3. | Constructing, evaluating, improving and enhancing the HVAC&R infrastructure of various facilities.                                                  

PLAN OF OPERATION

Over the next twelve months, we plan to continue our research and development plans for the Aquamission, Thermomobile and Thermomission products. Our plan of operation for this period involves the following:

|1. | The Aquamission Product:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | We have completed the technical development and testing of the Aquamission and we are currently in the process of developing the market for this product. Throughout this process, we will continue to evaluate the Aquamission and
seek methods for improving its efficiency, its commercial appeal and its marketability. We intend to market the Aquamission primarily in geographic locations with high ambient temperatures and relative humidity but without readily available sources
of fresh water, such as the Persian Gulf.                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | We have constructed four saleable demonstration models of the Aquamission unit of varying sizes. Three of these demonstration models have been delivered and installed at locations within the Persian Gulf and are currently
operational. The largest of these demonstration models is currently producing approximately 1,000 liters of drinking water per day.                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the next few months, we will continue to seek potential purchasers for the Aquamission unit in the Persian Gulf. Our President, Secretary and Treasurer, Achim Stamm, travelled to Dubai in the United Arab Emirates at the end
of March, 2005, to display the demonstration models and to meet with various parties interested in purchasing Aquamission units. We have not reached an agreement with any of these parties for the supply of Aquamission units or any of our other
products or services and there is no assurance that we will be able to reach such an agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In the first week of September, we will attend the 1stSanaa International Exhibition in Yemen to display our Aquamission, Thermomission and Thermomobile products. The 1stSanaa International
Exhibition is an international economic and commercial exhibition being sponsored by the Government of Yemen.                                                                                                                                                                                                                                                                             

6

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| | In addition to our efforts to market the product
        in the Persian Gulf, we are also currently seeking to market the product
        in southern Europe. We have received an order from Kal-Tec, a Spanish
        company, to deliver one Aquamission unit to them at a price of EUR 562,000
        (approximately US $707,558 based on an exchange rate of US $1.2590 per
        EUR). It is expected that Kal-Tec will not be acquiring the Aquamission
        for its own use, but will seek to resell the unit to an end-user in Spain.
        Construction of the Aquamission unit to be delivered to Kal-Tec has begun
        at our facility in Herten, Germany and we expect to complete delivery
        of the unit at the end of October, 2005.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The Thermomobile Product:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Technical development and testing of the Thermomobile has been completed and we are now in the process of developing the market for this product. Throughout this process we will continue to evaluate and improve the Thermomobile to
increase its commercial appeal and marketability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In December of 2004, we entered into an agreement
        with BS Technik GmbH for the delivery of 15 Thermomobile units of varying
        sizes for an aggregate price of EUR 164,283 (approximately US $206,832
        based on an exchange rate of US $1.2590 per EUR). We have completed the
        construction of eight of these units at our facility in Herten, Germany
        and we are scheduled to complete construction of the ordered units during
        2005. However, BS Technik GmbH has agreed to allow us to delay delivery
        of the Thermomobile units ordered by them so that we may utilize these
        units by supplying them to the National Centre of Blood Transfusion (the
        national blood bank for the Ivory Coast (the “CNTS”).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | We have also reached an agreement with the State Ministry of Health and Population for the Ivory Coast (the Ministry of Health) to conduct evaluations of the cold storage systems for a number of healthcare facilities
in the Ivory Coast and to provide them with estimates for the supply of Thermomobile units to be used for the safe storage and handling of medicines, vaccines and blood products. The fees and prices to be paid for providing our services and
supplying them with equipment are still to be negotiated by us with the individual health care facilities and there is no assurance that we will be able to reach a definitive agreement with these facilities to provide them with our services or
products.                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The first project undertaken by us under our agreement with the Ministry of Health for the Ivory Coast is to supply and install cold storage equipment, including Thermomobile units, to the CNTS. We have already completed the
construction of two stationary refrigeration houses under our agreement with the CNTS and are awaiting payment. In addition, the CNTS has already ordered two Thermomobile units that we hope to deliver at the end of September, 2005.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the next twelve months, we will work with the CNTS to continue to assess their cold storage needs at various facilities. We will also work to deliver and install ordered equipment and will continue the construction of the
Thermomobile units to be supplied to the CNTS at our facility in Herten, Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the first week of September, 2005, we will attend the 1stSanaa International Exhibition in Yemen where we will display the Thermomobile along with our Aquamission product and Thermomission prototype.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

7

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|3. | The Thermomission Product:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | At the end of June, 2005, we received the report of the Fraunhofer Institute for Environmental, Safety and Energy Technology indicating that the Thermomission was capable of utilizing waste heat energy at temperatures of less than
100°C to generate usable electricity. The tests conducted by the Fraunhofer Institute indicated that, under ideal conditions, the Thermomission, when used in conjunction with the Aquamission, was able to reduce the outside electricity
consumption of the Aquamission by up to 68%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | We will be displaying a prototype of the Thermomission at the 1stSanaa Internation Exhibition in Yemen.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the next twelve months, we intend to continue to work on refining our technical designs for this product.                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Consulting Services:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In addition to providing estimates to the CNTS and other various healthcare facilities in the Ivory Coast, we will also be engaged in the following consulting activities during the next twelve months:                                                                                                                                                                                                                                                                                                                      

- We have received a request from Alstom Marine to submit
      a bid to supply and install an advanced waste water treatment facility onboard
      a 2,900 passenger cruise ship. Alstom Marine is a division of the French
      conglomerate Alstom and builds high value added ships such as cruise ships,
      high speed ferries, liquefied natural gas tankers and yachts. Alstom Marine
      continues to prepare and modify the specifications and blueprints for the
      cruise ship. We have been involved in this process by providing Alstom Marine
      with feedback and suggestions when they provide draft plans for the cruise
      ship to us.
      Due to the complexity and size of the cruise ship being designed by Alstom
      Marine, we expect them to take at least one year to finalize their blue
      prints and specifications. Once Alstom Marine finalizes the plans and specifications
      for the cruise ship, we will supply them with a formal proposal. There are
      no assurances that any proposals submitted by us will be accepted by Alstom
      Marine or that we will be able to reach an agreement with them for the provision
      of our services.
- We have entered into a non-binding memorandum of understanding
      with Gulf Water Treatment Co. Ltd. (GWT) to collaborate on the
      production of water treatment, filtration and desalination systems in the
      United Arab Emirates (the UAE). Under this memorandum of understanding,
      we will provide GWT with expertise, training, materials and equipment for
      the production of facilities in the UAE. The fees and prices to be paid
      for providing these services to GWT have yet to be determined. Our discussions
      and negotiations with GWT for a definitive agreement are ongoing and there
      are no assurances that we will be able to reach such an agreement with GWT.

We anticipate spending approximately $2,000,000 in pursuing our plan of operation over the next twelve months. Currently, we have a working capital surplus of $3,153,901, which is sufficient to allow us to meet our current commitments and to
complete our plan of operation for the next twelve months. However, we do not expect our business to achieve profitability in the near future as we expect to incur substantial product development, marketing and operating expenses. We are likely to
need substantial additional financing in order to implement our long term business strategy and plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing is not
expected to be available at this stage of our business.

8

---

Currently, we do not have any financing arrangements in place
and there is no assurance that we will be able to obtain sufficient financing in
order to proceed with the development of the Aqua Products. If we do not obtain
the necessary financing, then our plan of operation will be scaled back
according to the amount of funds available. The inability to raise the necessary
financing will severely restrict our ability to complete the development and
commercialization of the Aqua Products.

Our actual expenditures and business plan may differ from the
one stated above. Our Board of Directors may decide not to pursue this plan. In
addition, we may modify the plan based on available financing.

RESULTS OF OPERATIONS

Under generally accepted accounting principles, our financial
results are reported as a continuation of the operations of Aqua GmbH, founded
on May 13, 2004. See Critical Accounting Policies.

Third Quarter and Nine Months Summary

|                   |   | Third Quarter Ended June 30 |   |  | Nine Months Ended June 30 |  
|------------------ | - | --------------------------- | - |  | ------------------------- | -
|                   |   |                             |   |  |                           |  
|                   |   |                             |   |  |                           |  
|                   |   | 2005                        |   |  | 2004                      |  
|Revenue            | $ | 601,068                     |   |  | --                        |  
|                   |   |                             |   |  |                           |  
|Cost of Goods Sold |   | (372,751                    | ) |  | --                        |  
|                   |   |                             |   |  |                           |  
|General and        |   |                             |   |  |                           |  
|Administrative     |   |                             |   |  |                           |  
|Expense            |   | (545,975                    | ) |  | (15,019                   | )
|                   |   |                             |   |  |                           |  
|Net Income (Loss)  |   | (317,658                    | ) |  | (15,019                   | )

Revenues

During the third quarter of our fiscal year, we earned revenues
from our operations for the first time. These revenues, totaling $601,068, were
generated through our HVAC&R consulting activities and through the supply
and sale of HVAC&R equipment to our customers. The majority of these
services were provided to various mining operations and are the result of
opportunities generated by Hubert Hamm, our lead consultant for research and
development of HVAC&R technologies and a 20 year veteran in the design,
construction and maintenance of HVAC&R systems for mining and tunnel
construction.

To date, we have not earned any revenues from the sale of our
  Aquamission or Thermomobile products. We have reached an agreement with BS Technik
  GmbH to deliver 15 Thermomobile units for an aggregate price of EUR 164,283
  (approximately US $206,832 based on an exchange rate of US $1.2590 per EUR).
  We were scheduled to complete the sale of these units to BS Technik GmbH sometime
  in 2005; however, BS Technik GmbH has agreed to allow us to delay the delivery
  of these units so that we may offer the constructed Thermomobile units to the
  CNTS.

9

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We have received an order from Kal-Tec for one Aquamission unit
  at a price of EUR 562,000 (approximately US $707,558 based on an exchange rate
  of US $1.2590 per EUR), to be delivered by September 30, 2005. Construction
  on the Aquamission unit to be delivered to Kal-Tec has begun, with delivery
  scheduled for the end of October, 2005. Payment for the Aquamission unit to
  be delivered to Kal-Tec is due no later than June 30, 2006, unless Kal-Tec is
  able to resell the Aquamission unit at an earlier date, upon which the purchase
  price will become immediately due and owing.

We have completed the construction of two stationary
refrigeration houses in the Ivory Coast pursuant to our agreement with the CNTS
and are awaiting payment. Although we have an agreement with the CNTS to assess
their cold storage facilities and supply them with materials and equipment, and
have provided them with estimates for the equipment expected to be supplied to
them, a final determination has not been made on the equipment still to be
supplied to the CNTS or on the final purchase price to be paid by the CNTS. The
actual amounts that we receive under the CNTS Service Agreement may vary
significantly from the amounts estimated.

General and Administrative Expenses

Our general and administrative expenses for the quarterly
period ended June 30, 2005 consisted of the following:

|                          |   | Third Quarter Ended June 30 |  |   | Nine Months Ended June 30 | 
|------------------------- | - | --------------------------- |  | - | ------------------------- | 
|                          |   |                             |  |   |                           | 
|                          |   | 2005                        |  |   | 2004                      | 
|Accounting and audit fees | $ | 26,795                      |  | $ | 5,904                     | 
|Advertising and promotion |   | 106,759                     |  |   | -                         | 
|Amortization              |   | 3,058                       |  |   | -                         | 
|Bank charges and interest |   | 12,012                      |  |   | -                         | 
|Consulting fees           |   | 74,441                      |  |   | -                         | 
|Development costs         |   | 19,613                      |  |   | -                         | 
|Legal fees                |   | 3,056                       |  |   | 9,115                     | 
|Filing fees               |   | 456                         |  |   | -                         | 
|Management fees           |   | 175,415                     |  |   | -                         | 
|Office and miscellaneous  |   | 15,363                      |  |   | -                         | 
|Rent                      |   | 33,812                      |  |   | -                         | 
|Salaries and benefits     |   | 64,638                      |  |   | -                         | 
|Stock-based compensation  |   | -                           |  |   | -                         | 
|Transfer agent            |   | 629                         |  |   | -                         | 
|Travel                    |   | 9,928                       |  |   | -                         | 
|Total General and         |   | 545,975                     |  |   | 15,019                    | 
|Administrative Expenses   |   |                             |  |   |                           | 

10

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Our general and administrative expenses for the three-month and
  nine-month periods ended June 30, 2005 are significantly greater than our general
  and administrative expenses for the same periods in 2004. This is largely a
  result of the fact that the majority of our activities in 2004 were organizational
  in nature. During the current fiscal year, the majority of our expenses have
  been related to the development of our business and products. Overall, our general
  and administrative expenses incurred during our third quarter ended June 30,
  2005 decreased by $65,078 from our second quarter ended March 31, 2005.

Our advertising and promotion expenses increased significantly
during the third quarter ended June 30, 2005 as we have significantly increased
our activities in this area in order to increase our profile and develop markets
for our products.

We also incurred management fees of $175,415 during the period
ended June 30, 2005. These fees include amounts charged under a management
consulting contract with Stamm & Lang Rechtsanwalte, a German law firm of
which Achim Stamm, our President, Secretary and Treasurer and a member of our
Board of Directors, is a partner, and amounts charged under a management
consulting contract with Hubert Hamm, the inventor of the technologies
underlying our products and the lead consultant for research and development for
Aqua GmbHs HVAC&R department.

During our first fiscal quarter ended December 31, 2004, we
issued a total of 10,000,000 options pursuant to our 2004 Stock Incentive Plan.
Each option granted entitles the holder to acquire one share of our common stock
at a price of $1.70 per share for a period of five years from the date of the
grant. The fair value of these options, determined to be $22,480,000 according
to the Black-Scholes option pricing model, was recorded as stock based
compensation for the period ended December 31, 2004.

We expect that our product and business development activities
will continue to increase over the course of the current fiscal year. As such,
we expect that our operating expenses will also continue to increase at a
significant rate.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                                |   |                        |            |   |                             |        |   |                             | 
|---------------------------------------------- | - | ---------------------- | ---------- | - | --------------------------- | ------ | - | --------------------------- | 
|                                               |   |                        |            |   |                             |        |   | Percentage                  | 
|                                               |   | At
      June 30, 2005 |            |   | At
      September 30, 2004 |        |   | Increase / (Decrease)       | 
|Current Assets                                 | $ | 3,781,624              |            | $ | 62,900                      |        |   | 5,912.1%                    | 
|Current Liabilities                            |   | 627,723                |            |   | 225,989                     |        |   | 177.8%                      | 
|Working Capital (Deficit)                      | $ | 3,153,901              |            | $ | (163,089                    | )      |   | 2,033.9%                    | 
|                                               |   |                        |            |   |                             |        |   |                             | 
|Cash Flows                                     |   |                        |            |   |                             |        |   |                             | 
|                                               |   |                        |            |   |                             |        |   | Period
      from Inception | 
|                                               |   |                        |            |   | Nine Months Ended           |        |   | (May 13, 2004) to June      | 
|                                               |   |                        |            |   | June
      30, 2005         |        |   | 30,
      2004              | 
|Cash Flows from (used in) Operating Activities |   | $                      | (1,945,818 | ) | $                           | (19    | )
|Cash Flows from (used in) Investing Activities |   |                        | (589,032   | ) |                             | Nil    |  
|Cash Flows from (used in) Financing Activities |   |                        | 5,166,130  |   |                             | 25,000 |  
|Net Increase (decrease) in Cash During Period  |   | $                      | 2,631,280  |   |                             | 24,981 |  

11

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As at June 30, 2005, we had cash of $2,637,993 and a working capital surplus of $3,153,901.

The increase in our cash and working capital surplus is largely the result of a private placement financing for $2,440,000 that we completed in June, 2005. During the period, we also received loans in the amount of EUR 644,308 (recorded at US
$779,373 based on a rate of US $1.2096 per EUR for purposes of our June 30, 2005 financial statements) from Stamm & Lang Rechtsanwalte.

During the third quarter ended June 30, 2005, we recorded revenues for the first time in our operating history. As a result of a private placement financing, we currently have sufficient working capital to meet our current commitments and complete
our plan of operation for the next twelve months. However, we do not expect our business to achieve profitability in the near future as we expect to incur substantial product development, marketing and operating expenses in implementing our plan of
operation. Our future financial results are uncertain due to a number of factors, many of which are outside of our control. These factors include, but are not limited to:

| | (a) | our ability to commercially market our Thermomobile
        and Aquamission products;                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                              
| | (b) | our ability to develop a commercially marketable Thermomission
        product;                                              
| |     |                                                                                                                              
| | (c) | our ability to raise additional capital necessary
        to implement our business strategy and plan of operation;          
| |     |                                                                                                                              
| | (d) | our ability to compete with other existing technologies;
        and                                                         
| |     |                                                                                                                              
| | (e) | the success of any marketing and promotional campaign
        which we conduct for our products once development is complete.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Our management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 3 to the consolidated
financial statements included in this Quarterly Report.

12

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Reverse Acquisition Accounting

Under generally accepted accounting principles, the acquisition of Aqua GmbH has been accounted for as a reverse acquisition and Aqua GmbH has been treated as the acquiring entity for accounting and financial reporting purposes.  As such, the
consolidated financial statements are presented as a continuation of the operations of Aqua GmbH and not Aqua Society, Inc.  The operations of Aqua Society, Inc. are included in the consolidated statement of loss from September 22, 2004, the
effective date of the acquisition.

Under reverse takeover accounting, the comparative figures would be those of Aqua GmbH, the legal subsidiary. However, Aqua GmbH commenced operations on May 13, 2004 and accordingly no comparative figures are presented.

Principles of Consolidation

The consolidated financial statements include the accounts of Aqua Society, Inc. and our wholly owned subsidiary, Aqua GmbH, a German limited liability company. All inter-company transactions have been eliminated.

Foreign Currency Translation

Our functional currency is United States dollars. Our subsidiary, Aqua GmbH, uses the Euro as its functional currency. Accordingly, assets and liabilities of Aqua GmbH are translated into US dollars at the exchange rate in effect at the balance
sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates
from period to period are included in the Accumulated Other Comprehensive Income account in Stockholders Equity.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in Other Income (Expenses) on the
Statement of Operations and Comprehensive Loss.

RISKS AND UNCERTAINTIES

Limited Operating History, Risks Of A New Business Venture

Aqua GmbH was formed on May 13, 2004 and has been involved
  primarily in organizational activities to date.

Potential investors should be aware of the difficulties normally
  encountered by a new enterprise and the high rate of failure of such enterprises.
  The potential for future success must be considered in light of the problems,
  expenses, difficulties complications and delays encountered in connection with
  the development of a business in the area in which we intend to operate and
  in connection with the formation and commencement of operations of a new business
  in general. These include, but are not limited to, unanticipated problems relating
  to research and development programs, marketing, approvals by government agencies,
  competition and additional costs and expenses that may exceed current estimates.
  There is no history upon which to base any assumption as to the likelihood that
  we will prove successful, and there can be no assurance that we will generate
  significant operating revenues in the future or ever achieve profitable operations.

13

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Our Product Development Program May Not Be Successful

We have completed the construction and initial testing of a prototype for our Thermomission product. Although the initial results of this test were favorable, we are still in the process of refining and testing this technology.  In the event that
our development program for this product is successful, there is no assurance that we will be able to manufacture theses products at a reasonable cost. Even if we are able to manufacture these products at a reasonable cost, there is no assurance
that the price of our products will not be excessive, precluding the product from generating sufficient consumer or market acceptance.

If We Are Unable To Achieve Market Acceptance For Our Products, We Will Be Unable To Build Our Business

To date, we have completed technical development of our Thermomobile and Aquamission products, however we have received only a limited number of confirmed orders for these products. Our future success will depend upon the acceptance of the
Thermomobile and Aquamission products, and other products that we develop, by the respective industries in which we intend to market those products. Achieving such acceptance will require significant investments in research and development and
market development. Our technologies and products may not achieve widespread acceptance, which could limit our ability to develop and expand our business. The technologies upon which our products and services are based are relatively new and are
evolving. Accordingly, in order to achieve commercial acceptance, we will have to educate prospective clients about the uses and benefits of our products. If these efforts fail, or if our products do not achieve commercial acceptance, our business
could be harmed.

Even If We Are Able To Develop A Commercial Market For Our Products, We May Not Have The Ability To Meet The Demand For Those Products

We intend to complete the construction of the Aquamission unit to be delivered to Kal-Tec and the Thermomobile units to be delivered to BS Technik GmbH and the CNTS at our facility located in Herten, Germany. However, the size of this facility is
limited and, should we be able to develop a commercial market for these products, of which there is no assurance, we may not be able to manufacture these products at a rate that is quick enough to meet or sustain large scale market demand.  We
intend to seek supply contracts and/or joint venture/licensing agreements with independent manufacturing companies to manufacture our products on a large scale basis, however we have not yet entered into any such contracts or agreements and there is
no assurance that we will be able to negotiate any such contracts or agreements.

Our Operations May Be Subject to Extensive Government Regulation

Our operations may be subject to extensive government regulations in the United States, Europe and elsewhere. In order to sell products based on the Aqua Technologies, we may have to satisfy numerous mandatory procedures, regulations, and safety
standards established by international, federal and state regulatory agencies. There can be no assurance that we can successfully comply with all present or future government regulations.

Risks of International Business Operations

Although we are incorporated in the United States, the majority of our operating activities is conducted in Germany. Furthermore, we intend to target markets for our products in the Persian Gulf and other developing parts of the world, such as
Africa. As such, a significant portion of our business depends upon our ability to establish and maintain successful relationships with businesses and governments located outside of the United States. If we are unable to establish

14

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and maintain such relationships, we may not be able to implement our business plan or plan of operations.  In addition, we face risks related to conducting international business operations, including the risks of changing economic conditions and
political instability, which could have a materially adverse affect on our business plan.

Rapid Technological Changes In Our Industry Could Make Our Products Obsolete

The industry in which we intend to compete is characterized by rapid technological change and intense competition. New technologies, products and industry standards will develop at a rapid pace which could make our planned products obsolete. Our
future success will depend upon our ability to develop and introduce product enhancements to address the needs of our customers. Material delays in introducing product enhancements may cause customers to forego purchases of our products and purchase
those of competitors.

Asserting And Defending Intellectual Property Rights May Impact Results Of Operations

The success of our business may depend on our ability to successfully defend our intellectual property rights. Future litigation may have a material impact on our financial condition even if we are successful in developing and marketing products. We
may not be successful in defending or asserting our intellectual property rights.

An adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition,
a finding that any of our intellectual property rights are invalid could allow our competitors to more easily and cost-effectively compete. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material
adverse effect on our business, financial condition or results of operations.

The cost to us of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our
ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.

We May Be Subject To Product Liability Lawsuits

We may be subject to product liability claims. Such claims may absorb significant management time and could degrade our reputation and the marketability of our products. If product liability claims are made with respect to our products, we may need
to recall the implicated product which could have a material adverse effect on our business, financial condition and results of operations. In addition, although we may maintain product liability insurance, we cannot be sure that such insurance will
be adequate to cover potential product liability lawsuits. Insurance is expensive and in the future may not be available on acceptable terms, if at all. If a successful product liability claim or series of claims exceeds insurance coverage, it could
have a material adverse effect on our business, financial condition and results of operations.

Dependence On Key Personnel

Our success will largely depend on the performance of our directors and officers. Our success will also depend on our ability to attract and retain highly skilled technical, research, management, regulatory compliance, sales and marketing personnel.
Competition for such personnel is intense. The loss of the services of such personnel or the inability to attract and retain other key personnel could impair the development of our business, operating results and financial condition.

15

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|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure
controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our internal controls over financial
reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.

16

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

Effective June 10, 2005, we issued an aggregate of 1,232,322 units at a price of $1.98 per unit for total gross proceeds of $2,440,000 on a private placement basis to two unrelated private investors. Each unit consists of one share of our
common stock and one share purchase warrant entitling the holder to purchase one additional share of our common stock at a price of $1.98 for a period of one year from the date of issuance. The units were issued to the investors pursuant to the
exclusions from registration contained in Regulation S promulgated under the Securities Act on the basis of representations made by the investors that they are not U.S. persons as defined in Regulation S and were not acquiring the units
for the account or benefit of a U.S. person. The total proceeds of this private placement are being used by us as general working capital.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

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

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

Unregistered Sales of Equity Securities

Effective June 10, 2005, we issued 1,232,322 units at a price of $1.98 per unit for total gross proceeds of $2,440,000 on a private placement basis. For additional details, see Part II, Item 2 Unregistered Sales of Equity Securities
and Use of Proceeds of this Quarterly Report.

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.
|------- | ---------------------------------

|Exhibit |                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description
        of Exhibit                                                                                                                                                
|3.1     | Restated Articles of Incorporation filed
        with the Nevada Secretary of State effective December 27, 2004.(4)                                                           
|3.2     | Bylaws, effective March 2, 2000.(1)                                                                                                                                           
|10.1    | Share Purchase Agreement between Water-Capital-Holding
        Ltd., V G Tech, Inc., Aqua Society GmbH and Steve Livingston, dated for
        reference September 3, 2004.(2)
|10.2    | Agreement and Deed of Transfer between
        Water-Capital-Holding Ltd. and V G Tech, Inc. dated for reference September
        22, 2004.(2)                               

17

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|Exhibit |                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description
        of Exhibit                                                                                                                                                                   
|10.3    | Certified Translation of a Notarial Deed
        executed by Uwe Diestel and Aqua Society GmbH dated November 30, 2004
        regarding the purchase and sale of an interest in UFI-TEC GmbH.(4)
|10.4    | 2004 Stock Incentive Plan.(3)                                                                                                                                                                    
|10.5    | Marketing &
        Promotion Agreement between Aqua Society GmbH, Sesam Business Consultants
        and Moosa Abu Aisha.                                                                       
|14.1    | Code of Ethics.(4)                                                                                                                                                                               
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                       
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.                                       

|(1) | Filed as an exhibit to our Registration Statement
        on Form 10-SB originally filed with the SEC on January 29, 2003, as amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Current Report on Form
        8-K filed with the SEC on September 10, 2004.                               
|(3) | Filed as an exhibit to our Registration Statement
        on Form S-8, filed with the SEC on January 12, 2005.                        
|(4) | Filed as an exhibit to our Annual Report on Form 10-KSB,
        filed with the SEC on January 20, 2005.                              

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the fiscal quarter ended June 30, 2005. We have not filed any Current Reports on Form 8-K since June 30, 2005.

18

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                       | AQUA SOCIETY, INC.
|---------------------- | ------------------
|                       |                   
|Date:  August 22, 2005 | By:               
|                       |                   
|                       | Title:            
|                       |                   
|                       |                   
|                       |                   
|                       |                   

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