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**UNITED STATESSECURITIES 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 December 31,
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
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|Konrad - Adenauer Strasse 9-13                                       |                                     
|45699 Herten, Germany                                                | _______________                     
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|                                                                     |                                     
|011-49-6031-791-760                                                  |                                     
|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 March
10, 2006, the Issuer had 116,932,948 Shares of Common Stock outstanding.

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

1

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PART I - FINANCIAL INFORMATION

ITEM 1.               
  FINANCIAL STATEMENTS.



2

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AQUA SOCIETY, INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005

(Stated in US Dollars)

(Unaudited)

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AQUA SOCIETY, INC.INTERIM CONSOLIDATED BALANCE SHEETS 
  December 31, 2005 and September 30, 2005 
  (Stated in US Dollars) (Unaudited)

|                                                        |   | December 31, |   |   | September 30, |  
|------------------------------------------------------- | - | ------------ | - | - | ------------- | -
|                                                        |   | 2005         |   |   | 2005          |  
|                                                        |   |              |   |   |               |  
|**ASSETS**                                              |  
|                                                        |   |              |   |   |               |  
|Current                                                 |   |              |   |   |               |  
|Cash                                                    | $ | 182,118      |   | $ | 658,949       |  
|Accounts receivable                                     |   | 846,171      |   |   | 732,618       |  
|Government value added tax receivable                   |   | 51,276       |   |   | 64,639        |  
|Inventory                                               |   | 308,484      |   |   | 323,631       |  
|Loans receivable  Note 6                               |   | 63,640       |   |   | 60,212        |  
|                                                        |   |              |   |   |               |  
|                                                        |   | 1,451,689    |   |   | 1,840,049     |  
|Investment  Note 4                                     |   | 1            |   |   | 1             |  
|Patents                                                 |   | 180,587      |   |   | 192,782       |  
|Equipment                                               |   | 39,577       |   |   | 95,712        |  
|                                                        |   |              |   |   |               |  
|                                                        | $ | 1,671,854    |   | $ | 2,128,544     |  
|                                                        |   |              |   |   |               |  
|LIABILITIES                                             |  
|                                                        |   |              |   |   |               |  
|Current                                                 |   |              |   |   |               |  
|Accounts payable and accrued liabilities 
      Note 5 | $ | 811,253      |   | $ | 290,636       |  
|Current portion of loans payable
       Notes 5 and 7  |   | 1,525,148    |   |   | 96,339        |  
|                                                        |   |              |   |   |               |  
|                                                        |   | 2,336,401    |   |   | 386,975       |  
|Loans payable  Notes 5 and 7                           |   | -            |   |   | 1,278,263     |  
|                                                        |   |              |   |   |               |  
|                                                        |   | 2,336,401    |   |   | 1,665,238     |  
|                                                        |   |              |   |   |               |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                       |  
|                                                        |   |              |   |   |               |  
|Common stock, $0.001 par value  Notes 8, 9, 10 and 11  |   |              |   |   |               |  
|300,000,000
      shares authorized                     |   |              |   |   |               |  
|115,771,988
      shares issued and outstanding         |   |              |   |   |               |  
|(September 30, 2005: 115,771,988)                       |   | 115,773      |   |   | 115,773       |  
|Additional paid-in capital                              |   | 26,308,690   |   |   | 26,308,690    |  
|Accumulated other comprehensive gain                    |   | 86,046       |   |   | 88,597        |  
|Accumulated deficit                                     |   | (27,175,056  | ) |   | (26,049,754   | )
|                                                        |   |              |   |   |               |  
|                                                        |   | (664,547     | ) |   | 463,306       |  
|                                                        |   |              |   |   |               |  
|                                                        | $ | 1,671,854    |   | $ | 2,128,544     |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS 
  for the three months ended December 31, 2005 and 2004 
  (Stated in US Dollars) (Unaudited)

|                                                 |   | 2005        |   |   | 2004        |  
|------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                 |   |             |   |   |             |  
|Revenue                                          | $ | 782,242     |   | $ | -           |  
|Less: cost of goods sold                         |   | 593,010     |   |   | -           |  
|                                                 |   |             |   |   |             |  
|                                                 |   | 189,232     |   |   | -           |  
|General and administrative expenses:             |   |             |   |   |             |  
|Accounting and audit fees                        |   | 57,121      |   |   | 42,061      |  
|Advertising and promotion                        |   | 58,187      |   |   | 15,430      |  
|Amortization                                     |   | 6,584       |   |   | 2,158       |  
|Bad debts                                        |   | 43,685      |   |   | -           |  
|Bank charges and interest                        |   | 85          |   |   | 324         |  
|Consulting fees                                  |   | 177,085     |   |   | 6,000       |  
|Development costs  Note 5                       |   | 412,455     |   |   | 269,300     |  
|Filing fees                                      |   | 121         |   |   | 666         |  
|Interest expense                                 |   | 57,088      |   |   | -           |  
|Legal fees  Note 5                              |   | 36,264      |   |   | 40,133      |  
|Management fees  Note 5                         |   | 124,857     |   |   | 116,610     |  
|Office and miscellaneous                         |   | 66,274      |   |   | 24,521      |  
|Rent                                             |   | 28,917      |   |   | -           |  
|Salaries and benefits                            |   | 96,888      |   |   | -           |  
|Stock-based compensation  Note 8                |   | -           |   |   | 22,480,000  |  
|Transfer agent                                   |   | 815         |   |   | 4,032       |  
|Travel  Note 5                                  |   | 80,478      |   |   | 59,446      |  
|                                                 |   |             |   |   |             |  
|                                                 |   | (1,246,904  | ) |   | (23,060,681 | )
|                                                 |   |             |   |   |             |  
|Net loss for the period before other items       |   | (1,057,672  | ) |   | (23,060,681 | )
|Other items:                                     |   |             |   |   |             |  
|Interest income                                  |   | 5,292       |   |   | -           |  
|Write down of patents                            |   | (8,994      | ) |   | -           |  
|Write down of investment and loan  Note
      4 |   | (63,928     | ) |   | -           |  
|                                                 |   |             |   |   |             |  
|Net loss for the period                          |   | (1,125,302  | ) |   | (23,060,681 | )
|                                                 |   |             |   |   |             |  
|Other comprehensive gain (loss)                  |   |             |   |   |             |  
|Foreign currency adjustment                      |   | (2,551      | ) |   | 35,268      |  
|                                                 |   |             |   |   |             |  
|Comprehensive loss for the period                | $ | (1,127,853  | ) | $ | (23,025,413 | )
|                                                 |   |             |   |   |             |  
|Basic loss per share                             | $ | (0.01       | ) | $ | (0.26       | )
|                                                 |   |             |   |   |             |  
|Weighted average number of shares outstanding    |   | 115,771,988 |   |   | 89,482,275  |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 
  for the three months ended December 31, 2005 and 2004 
  (Stated in US Dollars) (Unaudited)

|                                               |   | 2005       |   |   | 2004        |  
|---------------------------------------------- | - | ---------- | - | - | ----------- | -
|Cash flows used in Operating Activities        |   |            |   |   |             |  
|Net loss for the period                        | $ | (1,125,302 | ) | $ | (23,060,681 | )
|Items not affecting cash:                      |   |            |   |   |             |  
|Amortization                                   |   | 6,584      |   |   | 2,158       |  
|Stock-based
      compensation                 |   | -          |   |   | 22,480,000  |  
|Write-down of loan receivable                  |   | 63,928     |   |   | -           |  
|Write-down
      of patents                    |   | 8,994      |   |   | -           |  
|Changes in non-cash working capital items:     |   |            |   |   |             |  
|Accounts
      receivable                      |   | (126,415   | ) |   | -           |  
|Government value added tax
      receivable    |   | 12,329     |   |   | (77,938     | )
|Inventory                                      |   | 9,748      |   |   | (35,870     | )
|Accounts payable and accrued
      liabilities |   | 526,835    |   |   | 140,587     |  
|                                               |   |            |   |   |             |  
|                                               |   | (623,299   | ) |   | (551,744    | )
|                                               |   |            |   |   |             |  
|Cash flows used in Investing Activities        |   |            |   |   |             |  
|Investment                                     |   | -          |   |   | (33,125     | )
|Patents                                        |   | -          |   |   | (143,803    | )
|Due from related party                         |   | -          |   |   | (24,543     | )
|Equipment disposal (purchases)                 |   | 48,178     |   |   | (47,286     | )
|Increase in loans receivable                   |   | (68,388    | ) |   | (316,243    | )
|                                               |   |            |   |   |             |  
|                                               |   | (20,210    | ) |   | (565,000    | )
|                                               |   |            |   |   |             |  
|Cash flows from Financing Activities           |   |            |   |   |             |  
|Issuance of common stock for cash              |   | -          |   |   | 1,000,000   |  
|Increase in loans payable                      |   | 174,408    |   |   | 104,605     |  
|                                               |   |            |   |   |             |  
|                                               |   | 174,408    |   |   | 1,104,605   |  
|                                               |   |            |   |   |             |  
|Effect of exchange rates on cash               |   | (7,730     | ) |   | 12,943      |  
|                                               |   |            |   |   |             |  
|Increase (decrease) in cash during the period  |   | (476,831   | ) |   | 804         |  
|                                               |   |            |   |   |             |  
|Cash, beginning of the period                  |   | 658,949    |   |   | 6,713       |  
|                                               |   |            |   |   |             |  
|Cash, end of the period                        | $ | 182,118    |   | $ | 7,517       |  
|                                               |   |            |   |   |             |  
|                                               |   |            |   |   |             |  
|                                               |   |            |   |   |             |  
|Non-cash Transaction  Note 9                  |   |            |   |   |             |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.INTERIM STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY) 
  for the period May 13, 2004 (Date of Inception) to December 31, 2005 
  (Stated in US Dollars) (Unaudited)

|                                    | Common Stock |   |   |           |   |   |            |  |  | Accumulated      |   |   |               |   |   |             |  
|----------------------------------- | ------------ | - | - | --------- | - | - | ---------- |  |  | ---------------- | - | - | ------------- | - | - | ----------- | -
|                                    |              |   |   |           |   |   | Additional |  |  |                  |   |   |               |   |   | Other       |  
|                                    |              |   |   |           |   |   | Paid-in    |  |  | Special Warrants |   |   | Comprehensive |   |   | Accumulated |  
|                                    | Number       |   |   | Par Value |   |   | Capital    |  |  | Number           |   |   | Amount        |   |   | Gain (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    |   |   | -          |  |  | 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    |   |   | 25,056     |  |  | 34,000,000       |   |   | 34,000        |   |   | (997        | )
|Issued for cash:                    |              |   |   |           |   |   |            |  |  |                  |   |   |               |   |   |             |  
|Pursuant to private placement       |              |   |   |           |   |   |            |  |  |                  |   |   |               |   |   |             |  
| at $2.40                          | 416,666      |   |   | 417       |   |   | 999,583    |  |  | -                |   |   | -             |   |   | -           |  
| at $1.98                          | 1,232,322    |   |   | 1,233     |   |   | 2,438,766  |  |  | -                |   |   | -             |   |   | -           |  
|Pursuant to exercise of options     |              |   |   |           |   |   |            |  |  |                  |   |   |               |   |   |             |  
| at $1.70                          | 215,000      |   |   | 215       |   |   | 365,285    |  |  | -                |   |   | -             |   |   | -           |  
|Conversion of special warrants      | 34,000,000   |   |   | 34,000    |   |   | -          |  |  | (34,000,000      | ) |   | (34,000       | ) |   | -           |  
|Stock-based compensation            | -            |   |   | -         |   |   | 22,480,000 |  |  | -                |   |   | -             |   |   | -           |  
|Unrealized gain on translation      | -            |   |   | -         |   |   | -          |  |  | -                |   |   | -             |   |   | 89,594      |  
|Net loss for the year               | -            |   |   | -         |   |   | -          |  |  | -                |   |   | -             |   |   | -           |  
|                                    |              |   |   |           |   |   |            |  |  |                  |   |   |               |   |   |             |  
|Balance, September 30, 2005         | 115,771,988  |   | $ | 115,773   |   | $ | 26,308,690 |  |  | -                |   | $ | -             |   | $ | 88,597      |  
|Unrealized gain on translation      | -            |   |   | -         |   |   | -          |  |  | -                |   |   | -             |   |   | (2,551      | )
|Net loss for the period             | -            |   |   | -         |   |   | -          |  |  | -                |   |   | -             |   |   | -           |  
|                                    |              |   |   |           |   |   |            |  |  |                  |   |   |               |   |   |             |  
|Balance, December 31, 2005          | 115,771,988  |   | $ | 115,773   |   | $ | 26,308,690 |  |  | -                |   | $ | -             |   | $ | 86,046      |  

SEE ACCOMPANYING NOTES

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AQUA SOCIETY, INC.NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|       | While information presented
        in the accompanying interim financial statements is unaudited, it includes
        all adjustments, which are, in the opinion of management, necessary to
        present fairly the financial position, results of operations and cash
        flows for the interim period presented. All adjustments are of a normal
        recurring nature. It is suggested that these interim financial statements
        be read in conjunction with the Companys September 30, 2005 audited
        consolidated financial statements. Operating results from the period ended
        December 31, 2005 are not necessarily indicative of the results that can
        be expected for the year ending September 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|Note 2 | Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|       | These financial statements
        have been prepared in accordance with generally accepted accounting principles
        applicable to a going concern, which assumes that the Company will be
        able to meet its obligations and continue its operations for the next
        twelve months. Realization values may be substantially different from
        carrying values as shown and these financial statements do not give effect
        to adjustments that would be necessary to the carrying values and classification
        of assets and liabilities should the Company be unable to continue as
        a going concern. At December 31, 2005, the Company had not yet achieved
        profitable operations, has accumulated losses of $27,175,056 since its
        inception, has a working capital deficiency of $884,712 and expects to
        incur further losses in the development of its business, all of which
        casts substantial doubt about the Companys ability to continue as
        a going concern. The Companys ability to continue as a going concern
        is dependent upon its ability to generate future profitable operations
        and/or to obtain the necessary financing to meet its obligations and repay
        its liabilities arising from normal business operations when they come
        due. Management has no formal plan in place to address this concern but
        considers that the Company will be able to obtain additional funds by
        equity financing and/or related party advances, however there is no assurance
        of additional funding being available.
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|Note 3 | Significant Accounting Policy- Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 2

|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$32,476). During the year ended September
        30, 2005, the Company wrote down the $32,476 investment and related loans
        receivable to their net realizable value of $1. During the three month
        period ended December 31, 2005, the Company wrote down an additional loan
        receivable of $63,928.
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|Note 5 | Related Party Transactions Notes 8 and 10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The Company incurred
        the following amounts charged by a law firm of which a director of the
        Company is a partner, a director of the Company and a significant shareholder
        of the Company. These expenditures were measured by the exchange amount
        which is the amount agreed upon by the transacting parties.                                                                                                                                                                                                        
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| |                   |   | Three months ended | 
| | ----------------- | - | ------------------ | 
| |                   |   | December 31,       | 
| |                   |   | 2005               | 
| |                   |   |                    | 
| | Development costs | $ | 191,595            | 
| | Legal fees        |   | 26,073             | 
| | Management fees   |   | 124,857            | 
| | Travel            |   | 1,780              | 
| |                   |   |                    | 
| |                   | $ | 344,305            | 

|       | Included in accounts
        payable and accrued liabilities is $20,916 (September 30, 2005: $20,916)
        due to a director of the Company, $51,220 (September 30, 2005: $Nil) due
        to a law firm of which a director of the Company is a partner and $28,245
        (September 30, 2005: $Nil) due to a significant shareholder of the Company.
        These amounts are unsecured, non-interest bearing and have no specific
        terms for repayment.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Included in loans payable
        is $1,288,772 (September 30, 2005: $1,187,668) due to a law firm of which
        a director of the Company is a partner.                                                                                                                                                                                                                                                                                                             
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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Note 6 | Loans Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The loan receivable
        bears interest at 7.5% per annum, is secured by tax refund entitlements
        and accounts receivable and is repayable within one year.                                                                                                                                                                                                                                                                                                   
|
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Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 3

|Note 7 | Loans Payable Note 5                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Of the total outstanding
        at December 31, 2005, $860,657 (September 30, 2005: $758,553) of the loans
        payable bear interest at 7.5% per annum, are secured by accounts receivable
        of Aqua Society GmbH and are repayable within one year and $664,491 (September
        30, 2005: $640,380) bear no interest are secured by accounts receivable
        of Aqua Society GmbH and are repayable within one year.
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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.                                                                                                                                                                                                                                                                                              
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | 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 December 31, 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                                                       |  | (215,000   | ) | $ | 1.70           | 
| |                                                                 |  |            |   |   |                | 
| | Options outstanding and exercisable at September
      30, 2005 |  |            |   |   |                | 
| | and December 31, 2005                                           |  | 9,785,000  |   | $ | 1.70           | 

At December 31, 2005, 9,785,000 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.

---

Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 4

|Note 8 | Capital Stock Notes 9, 10 and 11
       (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Commitments:  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Share Purchase Options 
        (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Accordingly, using
        the Black-Scholes option pricing model, the stock options granted during
        the three months ended December 31, 2004 to consultants are marked to
        fair value 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 December
        31, 2004 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.
|
|
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The Compensation charge
        associated with directors and employees options in the amount
        of $5,620,000 was 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.

---

Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 5

|Note 8 | Capital Stock Notes 9, 10 and 11
       (contd)                                                                                                                                                          
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                             
|       | Commitments: - (contd)                                                                                                                                                                                     
|       |                                                                                                                                                                                                             
|       | Share Purchase Options  (contd)                                                                                                                                                                           
|       |                                                                                                                                                                                                             
|       | 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:
|
|

| |                                   |   | Three months |  
| | --------------------------------- | - | ------------ | -
| |                                   |   | Ended        |  
| |                                   |   | December 31, |  
| |                                   |   | 2004         |  
| |                                   |   |              |  
| | Comprehensive loss for the period | $ | (23,025,413  | )
| | Pro forma compensation cost       |   | (5,620,000   | )
| |                                   |   |              |  
| | Pro forma net loss for the period | $ | (28,645,413  | )
| |                                   |   |              |  
| | Pro forma net loss per share      | $ | (0.32        | )

|       | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | As at December 31,
        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
        warrants entitle the holders thereof the right to purchase 1,232,322 common
        shares at $1.98 per share until June 24, 2006.
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 9 | Non-cash Transaction                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Investing and financing
        activities that do not have an impact on current cash flows are excluded
        from the statement of cash flows.                                                                                                                                                                                                                                                                 
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | During the three months
        ended December 30, 2004, the Company issued 34,000,000 common shares pursuant
        to the conversion of 34,000,000 special warrants for no additional consideration.                                                                                                                                                                                                            
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | This transaction has been excluded
        from the statements of cash flows.                                                                                                                                                                                                                                                                                                                                      

---

Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 6

|Note 10 | Commitments Note 11
|------- | --------------------

| | i) | Lease Contracts
| | -- | ---------------
| |    |                
| |    | a)             
| |    |                
| |    | b)             
| |    |                
| |    |                

| | September 30, 2006 | $ | 78,534  | 
| | ------------------ | - | ------- | 
| | 2007               |   | 80,960  | 
| | 2008               |   | 12,144  | 
| |                    |   |         | 
| |                    | $ | 171,638 | 

| | c) | By a lease agreement dated August 8, 2005, the Company
        entered into an auto lease. The lease requires payments of EUR 499 (US$819)
        per month until July 10, 2006.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                  
| |    | Minimum future lease payments                                                                                                                                                    

| | September 30, 2006 | $ | 5,733 | 
| | ------------------ | - | ----- | 

| | ii) | Management/Consulting Contracts
| | --- | -------------------------------
| |     |                                
| |     | a)                             

---

Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 7

|Note 10 | Commitments Note 11  (contd)
|------- | -------------------------------

| | ii) | Management/Consulting Contracts  (contd)
| | --- | ------------------------------------------
| |     |                                           
| |     | b)                                        
| |     |                                           
| |     | c)                                        
| |     |                                           
| |     | d)                                        
| |     |                                           
| |     | e)                                        
| |     |                                           
| |     | f)                                        
| |     |                                           
| |     | g)                                        

---

Aqua Society, Inc.
  Notes to the Interim Consolidated Financial Statements 
  December 31, 2005 
  (Stated in US Dollars) (Unaudited) Page 8

|Note 10 | Commitments Note 11  (contd)
|------- | -------------------------------

| | ii) | Management/Consulting Contracts  (contd)
| | --- | ------------------------------------------
| |     |                                           
| |     | h)                                        
| |     |                                           
| |     | i)                                        

|Note 11 | Subsequent Events
|------- | -----------------

| | i)   | Subsequent to December 31, 2005, the Company agreed
        to pay EUR175,000 (US$207,199) plus production costs and value added tax
        for exclusive sponsorship of a major televised sporting event.                                                                                                                                                                                                                                  
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ii)  | Subsequent to December 31, 2005, the Company executed
        stock subscription agreements for a private placement of 1,160,960 units
        consisting of one common share and one common share purchase warrant at
        $1.04 per unit for total proceeds received of $1,207,398. Each warrant
        entitles the holder the right to purchase one common share of the Company
        at $1.30 per share for a period of two years.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | iii) | Subsequent to December 31, 2005, the Company received
        proceeds for an additional private placement of 1,245,375 consisting of
        one common share and one common share purchase warrant at $0.88 per unit
        for total proceeds received of $1,095,930.                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | Each warrant entitles the holder the right to purchase
        one common share of the Company at $1.10 per share for a period of two
        years.                                                                                                                                                                                                                                                                                         

---

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 three
month period ended December 31, 2005 and changes in our financial condition from
September 30, 2005. 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, 2005.

Recent Corporate Developments

The following significant corporate developments have occurred
since the end of our fiscal year on September 30, 2005:

|1. | Effective December 13, 2005, we appointed Peter Lodestijn
      to act as our new President and Chief Executive Officer. Mr. Lodestijn has
      been a practicing lawyer in the Netherlands for the past 20 years,
      specializing in international distribution, licensing and intellectual
      property rights. The appointment of Mr. Lodestijn was made as part of our
      increased focus on the marketing and licensing of our core processes and
      technologies. Achim Stamm, our former President and Chief Executive
      Officer, continues to act as our Secretary, Treasurer and Chief Financial
      Officer and as a member of our Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | In February, 2005, we entered into an agreement with
      Sportfive GmbH & Co. KG, a sports management company representing
      heavyweight boxer Wladamir Klitschko, to act as a sponsor of the up coming
      heavyweight title fight between Mr. Klitschko and Chris Byrd. The fight is
      scheduled to take place on April 22, 2006 at the SAP Arena in Mannheim,
      Germany. Pursuant to our agreement with Sportfive, our logo is to appear
      at various places around the ring and on various merchandise related to
      the fight, including the floor and the four corners of the ring, the press
      kit, and a full page inclusion in the official magazine for the fight. In
      consideration for these rights, we have agreed to pay Sportfive EUR
      175,000 (approximately $207,200) and related production costs, with VAT of
      16% payable on both. Related production costs are expected to be
      approximately EUR 25,000, exclusive of VAT. As of the filing of this
      Quarterly Report, we had made an initial payment of EUR 125,000
      (approximately $148,000) plus VAT of EUR 20,000 (approximately $23,680),
      with the remaining amount payable 5 days after the end of the fight and
      the receipt of appropriate invoicing. Production costs will be invoiced
      separately and are payable within 10 days after the receipt of an
      appropriate invoice.
|
|

3

---

|3. | In February, 2005, we completed a private placement with
        two corporate investors of 1,160,960 units at a price of $1.04 per unit
        for total proceeds of $1,207,398 (approximately € 1,000,000). Each
        unit is comprised of one share of the Companys common stock and
        one share purchase warrant. Each share purchase warrant will entitle the
        holder to purchase one additional share of the Companys common stock
        at a price of $1.30 per share for a period of two years from the date
        of closing. This private placement was completed pursuant to the provisions
        of Regulation S promulgated under the Securities Act of 1933. We did not
        engage in a distribution of this offering in the United States. Each of
        the investors has represented that they were not US persons as defined
        in Regulation S, and have provided representations indicating that they
        were acquiring our securities for investment purposes only and not with
        a view towards distribution. No underwriting discounts or commissions
        were involved.                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | We have received subscription proceeds for an additional
      private placement with a corporate investor for 1,245,375 units at a price
      of $0.88 per unit for total proceeds of $1,095,930 (approximately
      €900,000). Each unit will be comprised of one share of our common stock
      and one share purchase warrant. Each share purchase warrant will entitle
      the holder to purchase one additional share of our common stock at a price
      of $1.10 per share for a period of two years from the date of closing. We
      had previously announced that this private placement had been negotiated
      for 1,044,863 units at a subscription price of $1.04 per unit, with a
      share purchase warrant exercise price of $1.30 per share. The terms of
      this private placement were revised in order to reflect changes to the
      market price of our common stock and changes in foreign exchange rates. We
      have received the subscription proceeds from the investor and will issue
      the subscribed for units forthwith. This private placement will be
      completed pursuant to the provisions of Regulation S on the basis that the
      offering does not involve a distribution in the United States and that the
      investor is not a U.S. person as defined in Regulation
S.

In addition, we had previously disclosed in our Annual Report
for the year ended September 30, 2005 that we were in the process of formalizing
the transfer to us of title to certain patent pending technologies. The
inventors of these technologies (the Inventors) include Hubert Hamm, a
managing director of our wholly owned subsidiary, Aqua Society GmbH, and Dr.
Erwin Oser, a member of our Board of Directors. Transfer of title to the patent
pending technologies has not yet occurred and we are currently in discussions
with the Inventors regarding how to best structure the transfer of title and/or
exclusive rights to these technologies.

THE AQUA BUSINESS

Heating, Ventilation, Air Conditioning & Refrigeration
(HVAC&R)

Our core competency in the areas of HVAC&R lies in our
ability to optimize refrigeration technologies by maximizing cooling capacity
and minimizing machinery size and energy consumption. Our HVAC&R Department
has more than 20 years of experience in R&D, construction, maintenance and
the optimization of large-scale refrigeration plants for use in major industrial
projects such as mining and tunnel construction. We hold patents and production
licenses for some of the most efficient heat exchanger and refrigeration
technologies in existence.

Water Production and Purification

The efficient and sustainable utilization of the world's water
  resources requires the extraction of water from sources which are replenished
  by nature in a short time and the multiple use of water extracted. In this sector,
  our focus is to produce, purify and recycle potable water through the use of
  membrane and vacuum technologies. Our water experts have 20 years of experience
  in successfully designing, constructing and maintaining various water purification,
  water recycling and waste water treatment plants not only for research and development
  facilities of different German universities but also for industrial production
  plants, hospitals and military institutions in different parts of the world.
  Our hands on experience in successfully implementing international projects
  and the protection of know-how through patents and licenses by Aqua-society
  are decisive factors in the introduction of new technologies in the fields of
  water production, purification and recycling.

4

---

Energy

In all industrial countries, waste heat in the low-temperature
range represents a widely unused potential energy source. According to a current
market study on unused waste heat commissioned by us, in Germany alone, there is
approximately 85,000 megawatts (MW) of technically exploitable waste heat energy
in the 80°C to 260°C temperature range generated by industrial sources.
Worldwide, the targeted use of low-temperature waste heat to generate
electricity could make a significant contribution to the conservation of fossil
fuel resources and the reduction of carbon dioxide emissions.

PLAN OF OPERATION

During the next twelve months, we intend to begin focusing on
the marketing and development of our Aqua Products and Aqua Technologies as well
as continuing with our research and development activities. As part of our
ongoing marketing plans, we intend to incorporate a wholly owned subsidiary in
the Netherlands, through which we will seek to promote all of our products to
the Benelux countries (Belgium, the Netherlands and Luxemburg). Our plan of
operation for this period involves the following:

|1. | The Aquamission:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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. We do not plan on conducting extensive research
      and development activities on the Aquamission over the next twelve months,
      although we will continue to evaluate the product and to seek ways of
      improving its marketability. We are currently in the process of upgrading
      the quality of the water produced by the Aquamission from mere drinking
      water to the taste of mineral water.                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 will also seek to enhance our brand recognition through various
      advertising efforts and to promote sales through business to business
      contacts.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | We have constructed four saleable demonstration models of
      the Aquamission 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.                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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. 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. As a
      result of requests from Kal- Tec for technical modifications to the
      Aquamission unit ordered by them, delivery has been delayed until some
      time in the Summer or Fall of 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | The Thermomobile:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As part of our marketing efforts, in December of 2005, we
      installed a Thermomobile unit onto a Ford Transit at no cost. This
      Thermomobile/Ford Transit unit is currently being used for marketing
      purposes as a demonstration model by a Ford dealer located in the region
      of Dusseldorf, Germany. In addition,                                                                                                                                                                                                                                                                                                                                                                                                       

5

---

|   | we plan on marketing the Thermomobile to automotive leasing companies and automotive importers throughout Europe in an effort to generate sales and/or licensing opportunities for the Thermomobile.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We have an ongoing agreement with BS Technik GmbH for the delivery of 15 Thermomobile units of varying sizes. In August of 2005, we reported that BS Technik had agreed to allows us to delay delivery of the Thermomobile units
ordered by them. These units are currently under construction and are expected to be delivered sometime in 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | The Energymission (the Yellow Box):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Our research and development activities with respect to the Energymission (also referred to as the Yellow Box and formerly called the Thermomission) are ongoing. The Energymission currently works to
effectively generate electricity from waste heat at temperatures of 100°C or higher. Over the next twelve months, we will attempt to optimize the Energymission to enable it to generate electricity from waste heat at temperatures lower than
100°C.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In addition to our ongoing research and development efforts on the Energymission, we will continue to work on developing the market for this product. We are currently focusing our efforts on developing contacts with manufacturers
who generate significant amounts of waste heat in their manufacturing processes and/or who produce products that generate significant amounts of waste heat (such as automobile manufacturers).                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We are also currently seeking strategic partnerships to adapt the Energymission for use on biogas electricity plants and on gas powered electricity generators used in mining facilities. Biogas systems utilize the gas, typically
methane, produced by the decomposition of organic materials to generate electricity. It is hoped that our waste heat energy technologies can be used to enhance biogas and gas electricity systems by converting heat exhausted by these systems into
electricity. As of the filing of this Quarterly Report, we had received an order for an Energymission unit to be installed on a block-type electricity generator powered by a biogas system. Delivery and installation of this unit is expected to be
completed within the next three months.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Consulting Services:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In addition to the above activities, we will continue to provide consulting services in the areas of HVAC&R, water purification and waste water treatment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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 plan on supplying 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 anticipate spending approximately $2,000,000 in pursuing
  our plan of operation over the next twelve months. As of December 31, 2005,
  the date of our most recently available financial statements, we had a working
  capital deficit of $884,712. However, in February, 2005, we completed a
  private placement for total proceeds of $1,207,398 and have received subscription
  proceeds for an additional private placement of $1,095,830. The subscribed
  for units with respect to this private placement will be issued forthwith. As
  such, we currently have enough working capital to meet our expected needs over
  the next twelve months. However, we have only recently begun to earn revenues
  and we do not expect to achieve profitability in the near future as we expect
  to continue to incur substantial product development, marketing and operating

6

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expenses. We are likely to continue to need substantial
additional financing in order to implement our long term business plan. We
expect that any additional financing that we obtain will likely be in the form
of equity financing as substantial debt financing is not expected to be
available to us at this stage of our business.

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

Three Months Ended December 31, 2005

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.

|First Quarter Summary                     |                                |               |                      
|----------------------------------------- | ------------------------------ | ------------- | ---------------------
|                                          | Three Months Ended December 31
|                                          |                                |               | Percentage           
|                                          | 2005                           | 2004          | Increase / (Decrease)
|Revenue                                   | $782,242                       | --            | 100.0%               
|Cost of Goods Sold                        | (593,010)                      | --            | 100.0%               
|General and Administrative
      Expenses | (1,246,904)                    | (23,060,681)  | (94.6)%              
|Other Items                               | (67,630)                       | --            | 100.0%               
|Foreign Currency Adjustment               | (2,551)                        | 35,268        | (107.2)%             
|Net Comprehensive Loss                    | $(1,127,853)                   | $(23,025,413) | (95.1)%              

Revenues

We have only recently begun to earn revenues from our
operations and, as a result, we are unable to accurately forecast future
revenues. Readers are cautioned that our past operating results may not be
indicative of future performance.

The majority of the revenues that we earned during the three
month period ended December 31, 2005, were earned from services that we provided
in connection with optimizing the energy consumption of refrigerating plants
used in mining and tunneling activities.

In addition, we have an agreement with BS Technik to deliver 15
Thermomobile units for an aggregate price of EUR 164,283 (approximately
$194,511). We had been scheduled to complete the delivery of these units to BS
Technik sometime in 2005; however delivery of these units has been delayed.
Delivery is now expected to be made sometime in the Summer or Fall of 2006.

We have received an order from Kal-Tec for one Aquamission unit
at a price of EUR 562,000 (approximately $665,408). Delivery was originally
scheduled to be made in the fourth quarter of our last fiscal year. However, at
the request of Kal-Tec, we are making certain technical modifications to the
unit ordered. Delivery is now expected to be made some time in the Summer or
Fall of 2006.

Although we still intend to deliver the ordered Thermomobile
  and Aquamission units to BS Technik and Kal-Tec respectively, we have experienced
  significant delays in the production and delivery of these units. Readers are
  cautioned that there exists a significant risk that we will not be able to complete
  delivery of the ordered units and, even if we are able to deliver the ordered
  units, because of the delays in delivery, there exists a risk that delivery
  of the units will not be accepted.

7

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Operating Costs and Expenses

Our operating expenses for the quarterly period ended December
31, 2005 consisted of the following:

|                                          | Three Months Ended December 31
|----------------------------------------- | ------------------------------
|                                          |                               
|                                          | 2005                          
|Accounting and
      audit fees           | $57,121                       
|Advertising and promotion                 | 58,187                        
|Amortization                              | 6,584                         
|Bad debts                                 | 43,685                        
|Bank charges and
      interest           | 85                            
|Consulting fees                           | 177,085                       
|Development
      costs                   | 412,455                       
|Filing fees                               | 121                           
|Interest expense                          | 57,088                        
|Legal fees                                | 36,264                        
|Management fees                           | 124,857                       
|Office and miscellaneous                  | 66,274                        
|Rent                                      | 28,917                        
|Salaries and benefits                     | 96,888                        
|Stock-based
      compensation            | --                            
|Transfer agent                            | 815                           
|Travel                                    | 80,478                        
|Total General and Administrative Expenses | $1,246,904                    

The difference between our total general and administrative
expenses for the three month periods ended December 31, 2005 and 2004 is largely
attributable to the $22,480,000 we recorded in 2004 on account of stock based
compensation. During the three month period ended December 31, 2004, we issued a
total of 10,000,000 options pursuant to our 2004 Stock Incentive Plan. These
options were recorded as stock based compensation at fair value, determined in
accordance with the Black-Scholes option pricing model. Less stock based
compensation, our general and administrative expenses for the three months ended
December 31, 2004 totaled $580,681, being $666,223 (or 53.4%) less than our
total general and administrative expenses for the period ended December 31,
2005.

The majority of our individual expense items increased significantly
  when compared to the same period in 2004. These increases are largely a result
  of our increased operations. We expect that our operating activities will continue
  to increase over the course of the current fiscal year as we intend to begin
  focusing on the marketing and licensing of our products and technologies. In
  addition, we expect that we will continue our ongoing research and development
  activities. As such, we expect that our operating expenses will also continue
  to increase at a significant rate.

8

---

Included in our development costs are $191,595 charged to us by
a director of the Company. These amounts were incurred by the director while
conducting research and development work on our products and technologies, and
were reimbursed by us.

We also incurred management fees of $124,857 during the period
ended December 31, 2004. The majority of these fees were for amounts charged
under a management consulting contract with Stamm & Lang Rechtsanwalte, a
German law firm of which Achim Stamm, our Chief Financial Officer, Secretary,
Treasurer and one of our directors, is a partner. Also included in management
fees are amounts charged under a management consulting contract with Hubert
Hamm, an officer of Aqua GmbH, and the lead consultant for research and
development for Aqua GmbHs HVAC&R department.

We recognized bad debt expenses in the amount of $43,685 during
the period, relating to amounts owing for services and products supplied by us.
We also wrote down loans receivable of $63,928 from UFI-TEC GmbH, a company in
which we currently own a 33% interest.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                         |                 |                  |           
|--------------------------------------- | --------------- | ---------------- | ----------
|                                        |                 |                  | Percentage
|                                        | At December 31, | At September 30, | Increase /
|                                        | 2005            | 2005             | (Decrease)
|Current Assets                          | $1,451,689      | $1,840,049       | (21.1)%   
|Current Liabilities                     | (2,336,401)     | (386,975)        | 503.8%    
|Working Capital Surplus
      (Deficit) | $(884,712)      | $1,453,074       | (160.9)%  

Our current liabilities as at December 31, 2005 consisted of
$811,253 in accounts payable and accrued liabilities and $1,525,148 in loans
payable. Included in loans payable is $1,288,772 payable to Stamm & Lang
Rechtsanwalte, a law firm of which Achim Stamm is a partner.

|Cash Flows                                          |                                |           
|--------------------------------------------------- | ------------------------------ | ----------
|                                                    | Three Months Ended December 31
|                                                    | 2005                           | 2004      
|Cash Flows used in Operating
      Activities       | $(623,299)                     | $(551,744)
|Cash Flows used in Investing Activities             | (20,210)                       | (565,000) 
|Cash Flows from Financing
      Activities          | 174,408                        | 1,104,605 
|Effects of Foreign Exchange Rates                   | (7,730)                        | 12,943    
|Net Increase (decrease) in
      Cash During Period | $(476,831)                     | $804      

As at December 31, 2005 we had cash of $182,118 and a working
capital deficit of $884,712.

In February, 2005, we completed a private placement of 1,160,960
  units at a price of $1.04 per unit for total proceeds of $1,207,398.40 (approximately
  EURO 1,000,000). In addition, we have received subscription proceeds for an
  additional private placement for 1,245,375 units, at a price of $0.88 per unit
  for total proceeds of $1,095,930 (approximately EUR 900,000).

We believe that we have sufficient capital to meet the expected
  costs of our current commitments and plan of

9

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operations for the next twelve months. However, we have only
recently begun to earn revenues and we have not yet achieved profitability. We
anticipate that we will continue to incur losses for the foreseeable 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:

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

The financial statements accompanying this Quarterly Report contemplate
  our continuation as a going concern. However, we have sustained substantial
  losses, have a limited operating history and are still in the development stage
  of our business. Additional funding will be necessary to continue the long term
  development and marketing of our products. We expect that any additional financing
  that we obtain will likely be in the form of equity financing as substantial
  debt financing is not expected to be available to us at this stage of our business.

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 our stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
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 interim financial statements included in this
Quarterly Report.

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

10

---

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 Gain/(Loss)
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 the
Statement of Operations.

RISKS AND UNCERTAINTIES

Need For Financing

We currently have sufficient financial resources to meet the
expected costs of our plan of operation and current liabilities over the next
twelve months. However, we have not yet achieved profitability and we anticipate
that we will continue to incur substantial losses in the foreseeable future. We
are likely to continue to need substantial additional financing in order to
implement our long term business plan. Other than the negotiated private
placement discussed above, we currently do not have any financing arrangements
in place and there is no assurance that we will be able to acquire sufficient
financing on terms acceptable to us or at all. If financing is not available or
obtainable, our ability to meet our financial obligations and pursue our long
term business plan will be substantially limited and investors may lose a
substantial portion or all of their investment

Limited Operating History, Risks Of A New Business
Venture

We are still in the process of developing our business and we
do not expect to achieve profitability in the near future. We have only recently
begun to earn revenues. Readers are cautioned that our past results may not be
indicative of future performance.

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 ever achieve profitable operations.

Our Product Development Program May Not Be Successful

We have completed the construction and initial testing of a
prototype for our Thermomission/Energymission technology. Although the initial
results of this test were favorable, we are still in the process of refining and
testing this technology. In addition, although technical development of our
Aquamission and Thermomobile technologies have been completed, our efforts to
refine and increase the marketability of those technologies are ongoing.

Even if our development program for these products 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.

11

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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 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 are 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 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.

12

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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.

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.

13

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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.

PART II - OTHER INFORMATION

ITEM
5.              
OTHER INFORMATION

Unregistered Sales of Equity Securities

We have received subscription proceeds for a private placement
with a corporate investor for 1,245,375 units at a price of $0.88 per unit for
total proceeds of $1,095,930 (approximately €900,000). Each unit will be
comprised of one share of our common stock and one share purchase warrant. Each
share purchase warrant will entitle the holder to purchase one additional share
of our common stock at a price of $1.10 per share for a period of two years from
the date of closing. This private placement is being completed pursuant to the
provisions of Regulation S on the basis that the offering does not involve a
distribution in the United States and that the investor is not a US person as
defined in Regulation S.

We had previously announced that this private placement had
been negotiated for 1,044,863 units at a price of $1.04 per unit for total
expected proceeds of $1,086,658 (approximately €900,000). Each unit was to have
consisted of one share of our common stock and one share purchase warrant
exercisable at a price of $1.30 per share for a period of two years from the
date of closing. Due to delays in closing, the terms of this private placement
were revised to reflect recent fluctuations in the market price of our common
stock and in foreign exchange rates.

As of the date of filing of this Quarterly Report, the
subscribed for units have not been issued, however they will be filed
forthwith.

Regulation FD Disclosure

In addition, we had previously disclosed in our Annual Report
for the year ended September 30, 2005 that we were in the process of formalizing
the transfer to us of title to certain patent pending technologies. The
inventors of these technologies (the Inventors) include Hubert Hamm, a
managing director of our wholly owned subsidiary, Aqua Society GmbH, and Dr.
Erwin Oser, a member of our Board of Directors. Transfer of title to the patent
pending technologies has not yet occurred and we are currently in discussions
with the Inventors regarding how to best structure the transfer of title and/or
exclusive rights to these technologies.

ITEM
6.               
EXHIBITS.

|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)                               

14

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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 Consultancy and Moosa Abu Aisha.(5)                                                                            
|        |  |                                                                                                                                                                                                  
|10.6    |  | Management Consulting Contract
        between Aqua Society GmbH and Stamm & Lang Rechtsanwaelte, executed
        December 13, 2004.(6)                                                         
|        |  |                                                                                                                                                                                                  
|10.7    |  | Supplementary Agreement between
        Aqua Society GmbH and Stamm & Lang Rechtsanwelte, dated September
        30, 2005.(7)                                                                   
|        |  |                                                                                                                                                                                                  
|10.8    |  | Sales Agency Agreement between
        Aqua Society GmbH and Technical Supplies Center, Ltd. dated September
        5, 2005. (6)                                                                
|        |  |                                                                                                                                                                                                  
|14.1    |  | Code of Ethics.(4)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                  
|31.1    |  | Certification
        of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                   
|        |  |                                                                                                                                                                                                  
|31.2    |  | Certification
        of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                   
|        |  |                                                                                                                                                                                                  
|32.1    |  | Certification
        of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                                   
|        |  |                                                                                                                                                                                                  
|32.2    |  | Certification
        of 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.                                
|(5) | Filed as an exhibit to our Quarterly Report on Form
      10-QSB, filed with the SEC on August 23, 2005.                              
|(6) | Filed as an exhibit to our Annual Report on Form 10-KSB,
      filed with the SEC on January 18, 2006.                                
|(7) | Filed as an exhibit to our Amended Annual Report on Form
      10-KSB, filed with the SEC on February 3,
2006.                        

15

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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.

| | By:   | /s/
      Petrus Lodestijn                            
| | ----- | ------------------------------------------------------
| |       | PETRUS LODESTIJN                                      
| |       | President and Chief Executive
      Officer           
| |       | (Principal Executive Officer)                         
| |       |                                                       
| | Date: | March 18, 2006                                        
| |       |                                                       
| |       |                                                       
| |       |                                                       
| |       |                                                       
| | By:   | /s/
      Achim Stamm                                 
| |       | ACHIM STAMM                                           
| |       | Secretary, Treasurer and Chief Financial
      Officer
| |       | (Principal Accounting Officer)                        
| |       | Director                                              
| |       |                                                       
| | Date: | March 20, 2006                                        

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