---

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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2005

 ̈ Transition
  Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period _______________ to _______________

COMMISSION FILE NUMBER000-50163

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

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

NOT APPLICABLE 
  Former 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 xNo  ̈

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of 
  the latest practicable date: As of May 23, 2005, the Issuer had 114,382,666
  Shares of 
  Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):
    Yes  ̈  Nox

---

PART I - FINANCIAL INFORMATION

ITEM 1.                       FINANCIAL
  STATEMENTS.





2

---

AQUA SOCIETY, INC.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005

(Stated in US Dollars)

(Unaudited)





F-1

---

AQUA SOCIETY, INC.
  (A Development Stage Company) 
  INTERIM CONSOLIDATED BALANCE SHEETS 
  March 31, 2005 and September 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                         |   | March 31,   |   |   | September 30, |  
|-------------------------------------------------------- | - | ----------- | - | - | ------------- | -
|                                                         |   | 2005        |   |   | 2004          |  
|                                                         |   |             |   |   |               |  
|ASSETS                                                   |  
|                                                         |   |             |   |   |               |  
|Current                                                  |   |             |   |   |               |  
|Cash                                                     | $ | 26,230      |   | $ | 6,713         |  
|Government value added
      tax receivable              |   | 126,826     |   |   | 8,841         |  
|Inventory                                                |   | 190,123     |   |   | 47,346        |  
|Loans receivable –
      Note 6                          |   | 356,178     |   |   | -             |  
|                                                         |   |             |   |   |               |  
|                                                         |   | 699,357     |   |   | 62,900        |  
|Investment – Note 4                                      |   | 33,158      |   |   | -             |  
|Patents                                                  |   | 198,233     |   |   | 25,056        |  
|Capital assets                                           |   | 55,213      |   |   | 6,269         |  
|Due from related party – Note 5                          |   | 37,794      |   |   | 7,535         |  
|                                                         |   |             |   |   |               |  
|                                                         | $ | 1,023,755   |   | $ | 101,760       |  
|                                                         |   |             |   |   |               |  
|LIABILITIES                                             
|                                                         |   |             |   |   |               |  
|Current                                                  |   |             |   |   |               |  
|Accounts payable and
      accrued liabilities – Note 5  | $ | 323,433     |   | $ | 99,194        |  
|Loans payable –
      Note 7                             |   | 247,580     |   |   | 126,795       |  
|                                                         |   |             |   |   |               |  
|                                                         |   | 571,013     |   |   | 225,989       |  
|Loans payable – Note 7                                   |   | 674,057     |   |   | -             |  
|                                                         |   |             |   |   |               |  
|                                                         |   | 1,245,070   |   |   | 225,989       |  
|                                                         |   |             |   |   |               |  
|STOCKHOLDERS’ DEFICIENCY                                 |  
|                                                         |   |             |   |   |               |  
|Common stock, $0.001 par value – Notes 8, 9 and
      11 |   |             |   |   |               |  
|300,000,000 shares
      authorized                      |   |             |   |   |               |  
|114,367,666 shares
      issued and outstanding          |   |             |   |   |               |  
|(September 30,
      2004: 79,908,000)                   |   | 114,368     |   |   | 79,908        |  
|Additional paid-in capital                               |   | 1,194,360   |   |   | 25,056        |  
|Contributed surplus                                      |   | 22,383,336  |   |   | -             |  
|Special warrants                                         |   | -           |   |   | 34,000        |  
|Accumulated other comprehensive income (loss)            |   | 20,551      |   |   | (997          | )
|Deficit accumulated during the development stage         |   | (23,933,930 | ) |   | (262,196      | )
|                                                         |   |             |   |   |               |  
|                                                         |   | (221,315    | ) |   | (124,229      | )
|                                                         |   |             |   |   |               |  
|                                                         | $ | 1,023,755   |   | $ | 101,760       |  

| |                        | F-2
| | ---------------------- | ---
| | SEE ACCOMPANYING NOTES |    

---

AQUA SOCIETY, INC.
  (A Development Stage Company) 
  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  for the three and six months ended March 31, 2005 
  and for the period May 13, 2004 (Date of Incorporation) to March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|                                              |   |              |   |   |             |   |   | May 13, 2004   |  
|--------------------------------------------- | - | ------------ | - | - | ----------- | - | - | -------------- | -
|                                              |   |              |   |   |             |   |   | (Date of       |  
|                                              |   | Three months |   |   | Six months  |   |   | Incorporation) |  
|                                              |   | ended        |   |   | Ended       |   |   | to             |  
|                                              |   | March 31,    |   |   | March 31,   |   |   | March 31,      |  
|                                              |   | 2005         |   |   | 2005        |   |   | 2005           |  
|                                              |   |              |   |   |             |   |   |                |  
|General and administrative expenses:          |   |              |   |   |             |   |   |                |  
|Accounting and audit
      fees               | $ | 29,838       |   | $ | 71,899      |   | $ | 106,843        |  
|Advertising and promotion                     |   | 30,790       |   |   | 46,220      |   |   | 50,615         |  
|Amortization                                  |   | 3,118        |   |   | 5,276       |   |   | 5,276          |  
|Bank charges and interest                     |   | 4,311        |   |   | 4,635       |   |   | 4,635          |  
|Commissions                                   |   | -            |   |   | 6,478       |   |   | 6,478          |  
|Consulting fees                               |   | 59,721       |   |   | 65,721      |   |   | 65,721         |  
|Development costs                             |   | 239,802      |   |   | 509,102     |   |   | 509,102        |  
|Legal fees                                    |   | 28,116       |   |   | 68,249      |   |   | 87,029         |  
|Filing fees                                   |   | 5,785        |   |   | 6,451       |   |   | 7,443          |  
|Management fees –
      Note 5                |   | 117,925      |   |   | 234,535     |   |   | 234,535        |  
|Office and miscellaneous                      |   | 29,556       |   |   | 47,599      |   |   | 53,695         |  
|Rent                                          |   | 16,943       |   |   | 16,943      |   |   | 16,943         |  
|Salaries and benefits                         |   | 31,731       |   |   | 31,731      |   |   | 31,731         |  
|Stock-based compensation
      – Note 8       |   | -            |   |   | 22,480,000  |   |   | 22,480,000     |  
|Transfer agent                                |   | 340          |   |   | 4,372       |   |   | 4,372          |  
|Travel                                        |   | 13,077       |   |   | 72,523      |   |   | 74,764         |  
|                                              |   |              |   |   |             |   |   |                |  
|Net loss for the period                       |   | (611,053     | ) |   | (23,671,734 | ) |   | (23,739,182    | )
|                                              |   |              |   |   |             |   |   |                |  
|Other comprehensive loss                      |   |              |   |   |             |   |   |                |  
|Foreign currency adjustment                   |   | (13,720      | ) |   | 21,548      |   |   | 20,551         |  
|                                              |   |              |   |   |             |   |   |                |  
|Comprehensive loss for the period             | $ | (624,773     | ) | $ | (23,650,186 | ) | $ | (23,718,631    | )
|                                              |   |              |   |   |             |   |   |                |  
|Basic loss per share                          | $ | (0.01        | ) | $ | (0.23       | ) |   |                |  
|                                              |   |              |   |   |             |   |   |                |  
|Weighted average number of shares outstanding |   | 114,338,544  |   |   | 101,773,836 |   |   |                |  

| |                        | F-3
| | ---------------------- | ---
| | SEE ACCOMPANYING NOTES |    

---

AQUA SOCIETY, INC.
  (A Development Stage Company) 
  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
  for the six months ended March 31, 2005 
  and for the period May 13, 2004 (Date of Incorporation) to March 31, 2005 
  (Stated in US Dollars)
  (Unaudited)

|                                                 |   |                  |   |   | May 13, 2004      |  
|------------------------------------------------ | - | ---------------- | - | - | ----------------- | -
|                                                 |   |                  |   |   | (Date of          |  
|                                                 |   | Six months ended |   |   | Incorporation) to |  
|                                                 |   | March 31,        |   |   | March 31,         |  
|                                                 |   | 2005             |   |   | 2005              |  
|                                                 |   |                  |   |   |                   |  
|Cash flows used in Operating Activities          |   |                  |   |   |                   |  
|Net loss for the period                          | $ | (23,671,734      | ) | $ | (23,739,182       | )
|Items not affecting
      cash:                  |   |                  |   |   |                   |  
|Amortization                                     |   | 5,276            |   |   | 5,276             |  
|Stock-based compensation                         |   | 22,480,000       |   |   | 22,480,000        |  
|Unrealized foreign exchange gain                 |   | 21,548           |   |   | 20,551            |  
|Changes in non-cash
      working capital items: |   |                  |   |   |                   |  
|Government value added tax receivable            |   | (117,985         | ) |   | (126,826          | )
|Inventory                                        |   | (142,777         | ) |   | (190,123          | )
|Accounts payable and accrued liabilities         |   | 224,239          |   |   | 268,445           |  
|                                                 |   |                  |   |   |                   |  
|                                                 |   | (1,201,433       | ) |   | (1,281,859        | )
|                                                 |   |                  |   |   |                   |  
|Cash flows used in Investing Activities          |   |                  |   |   |                   |  
|Cash acquired from
      business acquisition    |   | -                |   |   | 1,547             |  
|Investment                                       |   | (33,158          | ) |   | (33,158           | )
|Patents and development
      costs              |   | (173,177         | ) |   | (173,177          | )
|Increase in due from
      related party         |   | (30,259          | ) |   | (37,794           | )
|Capital asset purchases                          |   | (54,220          | ) |   | (54,220           | )
|Loans receivable                                 |   | (356,178         | ) |   | (356,178          | )
|                                                 |   |                  |   |   |                   |  
|                                                 |   | (646,992         | ) |   | (652,980          | )
|                                                 |   |                  |   |   |                   |  
|Cash flows from Financing Activities             |   |                  |   |   |                   |  
|Issuance of common
      stock for cash          |   | 1,073,100        |   |   | 1,104,142         |  
|Loans payable                                    |   | 794,842          |   |   | 856,927           |  
|                                                 |   |                  |   |   |                   |  
|                                                 |   | 1,867,942        |   |   | 1,961,069         |  
|                                                 |   |                  |   |   |                   |  
|Increase in cash during the period               |   | 19,517           |   |   | 26,230            |  
|                                                 |   |                  |   |   |                   |  
|Cash, beginning of the period                    |   | 6,713            |   |   | 0                 |  
|                                                 |   |                  |   |   |                   |  
|Cash end of the period                           | $ | 26,230           |   | $ | 26,230            |  
|                                                 |   |                  |   |   |                   |  
|Supplemental disclosure of cash flow information |   |                  |   |   |                   |  
|Cash paid for:                                   |   |                  |   |   |                   |  
|Interest                                         | $ | -                |   | $ | -                 |  
|                                                 |   |                  |   |   |                   |  
|Income taxes                                     | $ | -                |   | $ | -                 |  
|Non-cash Transactions – Note 9                   |   |                  |   |   |                   |  

| |                        | F-4
| | ---------------------- | ---
| | SEE ACCOMPANYING NOTES |    

---

AQUASOCIETY,INC. 
  (A Development Stage Company) 
  INTERIM STATEMENT OF STOCKHOLDERS’ DEFICIENCY
  for the period May 13, 2004 (Date of Incorporation) to March 31, 2005
  (Stated in US Dollars)
  (Unaudited )

|                                       |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   | Deficit     |   |   |             |  
|-------------------------------------- | ------------ | - | - | --------- | - | - | ---------- |  | - | ----------- | - | ---------------- | - | - | ------------- | - | - | ------------- | - | - | ----------- | - | - | ----------- | -
|                                       | Common Stock |   |   |           |   |   |            |  |   |             |   | Accumulated      |   |   | Accumulated   |   |   |               |  
|                                       |              |   |   |           |   |   | Additional |  |   |             |   |                  |   |   |               |   |   | Other         |   |   | During the  |   |   |             |  
|                                       |              |   |   |           |   |   | Paid-in    |  |   | Contributed |   | Special Warrants |   |   | Comprehensive |   |   | Development   |   |   |             |  
|                                       | Number       |   |   | Par Value |   |   | Capital    |  |   | Surplus     |   | Number           |   |   | Amount        |   |   | Income (Loss) |   |   | Stage       |   |   | Total       |  
|                                       |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|Capital stock issued for cash          | 1            |   | $ | 31,042    |   | $ | -          |  | $ | -           |   | -                |   | $ | -             |   | $ | -             |   | $ | -           |   | $ | 31,042      |  
|Contribution of assets                 | -            |   |   | -         |   |   | 25,056     |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | -           |   |   | 25,056      |  
|Pursuant to the acquisition of Aqua    |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|Society GmbH                           | 10,000,000   |   |   | 10,000    |   |   | -          |  |   | -           |   | 34,000,000       |   |   | 34,000        |   |   | -             |   |   | -           |   |   | 44,000      |  
|Exchange of shares                     | (1           | ) |   | (31,042   | ) |   | -          |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | -           |   |   | (31,042     | )
|Outstanding shares of Company          |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|prior to acquisition                   | 69,908,000   |   |   | 69,908    |   |   | -          |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | (194,748    | ) |   | (124,840    | )
|Unrealized loss on translation         | -            |   |   | -         |   |   | -          |  |   | -           |   | -                |   |   | -             |   |   | (997          | ) |   | -           |   |   | (997        | )
|Net loss for the period                | -            |   |   | -         |   |   | -          |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | (67,448     | ) |   | (67,448     | )
|                                       |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|Balance, September 30, 2004            | 79,908,000   |   |   | 79,908    |   |   | 25,056     |  |   | -           |   | 34,000,000       |   |   | 34,000        |   |   | (997          | ) |   | (262,196    | ) |   | (124,229    | )
|Common stock issued for cash           |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|– at $2.40                             | 416,666      |   |   | 417       |   |   | 999,583    |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | -           |   |   | 1,000,000   |  
|Conversion of special warrants         | 34,000,000   |   |   | 34,000    |   |   | -          |  |   | -           |   | (34,000,000      | ) |   | (34,000       | ) |   | -             |   |   | -           |   |   | -           |  
|Stock-based compensation               | -            |   |   | -         |   |   | -          |  |   | 22,480,000  |   | -                |   |   | -             |   |   | -             |   |   | -           |   |   | 22,480,000  |  
|Common stock issued pursuant to        |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|exercise of options  
      – at $1.70 | 43,000       |   |   | 43        |   |   | 73,057     |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | -           |   |   | 73,100      |  
|Transfer of contributed surplus on     |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|exercise of options                    | -            |   |   | -         |   |   | 96,664     |  |   | (96,664     | ) | -                |   |   | -             |   |   | -             |   |   | -           |   |   | -           |  
|Unrealized gain on translation         | -            |   |   | -         |   |   | -          |  |   | -           |   | -                |   |   | -             |   |   | 21,548        |   |   | -           |   |   | 21,548      |  
|Net loss for the period                | -            |   |   | -         |   |   | -          |  |   | -           |   | -                |   |   | -             |   |   | -             |   |   | (23,671,734 | ) |   | (23,671,734 | )
|                                       |              |   |   |           |   |   |            |  |   |             |   |                  |   |   |               |   |   |               |   |   |             |   |   |             |  
|Balance, March 31, 2005                | 114,367,666  |   | $ | 114,368   |   | $ | 1,194,360  |  | $ | 22,383,336  |   | -                |   | $ | -             |   | $ | 20,551        |   | $ | (23,933,930 | ) | $ | (221,315    | )

| |                        | F-5
| | ---------------------- | ---
| | SEE ACCOMPANYING NOTES |    

---

AQUA SOCIETY, INC.
  (A Development Stage Company) 
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Effective September 22,
        2004, Aqua Society, Inc. (the “Company) acquired 100% of the issued
        and outstanding stock of Aqua Society GmbH (“Aqua”), a German
        limited liability company that is in the business of developing technologies
        for application in the areas of refrigeration, water purification and
        waste water treatment. Effective December 27, 2004, the Company changed
        its name to the Aqua Society, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The accompanying unaudited
        interim consolidated financial statements have been prepared by the Company
        pursuant to the rules and regulations of the United States Securities
        and Exchange Commission. Certain information and disclosures normally
        included in annual financial statements prepared in accordance with accounting
        principles generally accepted in the United States of America have been
        condensed or omitted pursuant to such rules and regulations. In the opinion
        of management, all adjustments and disclosures necessary for a fair presentation
        of these interim consolidated financial statements have been included.
        Such adjustments consist of normal recurring adjustments. These interim
        consolidated financial statements should be read in conjunction with the
        audited consolidated financial statements of the Company for the period
        May 14, 2004 (Date of Incorporation) to September 30, 2004, as filed with
        the United States Securities and Exchange Commission.                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The results of operations
        for the six months ended March 31, 2005 are not indicative of the results
        that may be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 2 | Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The interim consolidated
        financial statements have been prepared using generally accepted accounting
        principles in the United States of America applicable for a going concern
        which assumes that the Company will realize its assets and discharge its
        liabilities in the ordinary course of business. As at March 31, 2005,
        the Company has not yet achieved profitable operations and has accumulated
        significant losses since its commencement. Its ability to continue as
        a going concern is dependent upon the ability of the Company to generate
        profitable operations in the future and/or obtain the necessary financing
        to meet its obligations and pay its liabilities arising from normal business
        operations when they come due. The outcome of these matters cannot be
        predicted, with any certainty, at this time. These financial statements
        do not include any adjustments to the amounts and classifications of assets
        and liabilities that may be necessary should the Company be unable to
        continue as a going concern.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company’s current
        working capital is not sufficient to support current commitments and operations
        and planned expansion for the next twelve months. The Company intends
        to support operations for the year ended September 30, 2005 through loans
        and share issuances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

Aqua Society, Inc. 
  (A Development Stage Company) 
  Notes to the Interim Consolidated Financial Statements
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 3 | Significant Accounting
        Policy- Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The consolidated financial
        statements have, in management’s opinion been properly prepared
        within the framework of the significant accounting policies. The consolidated
        financial statements include the accounts of the Company and its wholly
        owned subsidiary, Aqua Society GmbH, a German limited liability company.
        All inter-company transactions have been eliminated.                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 4 | Business Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | By an agreement dated November
        30, 2004 and effective December 10, 2004, the Company acquired a 33% interest
        in UFI-Tech GmbH (“UFI”), a German limited company, in consideration
        of EUR25,565 (US$33,158). UFI develops and constructs membrane filtration
        systems for a variety of applications.                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 5 | Related Party Transactions– Note 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Company incurred management
        fees of $117,268 charged by a law firm of which the President of the
        Company is a partner. These expenditures were measured by the exchange
        amounts that are the amounts agreed upon by the transacting parties                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The amount due from related
        party is due from a law firm of which the President of the Company is
        a partner. The amount due is in respect to expense advances paid to the
        law firm by the Company.                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Included in accounts payable
        and accrued liabilities is $20,916 (September 30, 2004: $20,916)
        due to a director of the Company. This amount is unsecured, non-interest
        bearing and has no specific terms for repayment.                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Included in loans payable
        is $542,640 (September 30, 2004: $36,803) due to the former President
        of the Company and a law firm which the President of the Company is a
        partner.                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 6 | Loans Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The loans receivable bear
        interest at 7.5% per annum, are secured by tax refund entitlements and
        accounts receivable and are repayable within one year.                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 7 | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | Of the total outstanding
        at March 31, 2005, $674,057 (September 30, 2004: $Nil) of the
        loans payable bear interest at 7.5% per annum, are secured by accounts
        receivable of Aqua Society, GmbH and are repayable December 31, 2006 and
        $103,761 (September 30, 2004: $62,805) of loans payable bear interest
        of 7.5% per annum, are unsecured and are repayable within one year. The
        remainder of the loans are unsecured, non-interest bearing and have no
        specific terms for repayment.

F-7

---

Aqua Society, Inc. 
  (A Development Stage Company) 
  Notes to the Interim Consolidated Financial Statements
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 8 | Capital Stock– Notes 9
        and 11                                                                                                                                                                                                                                                                                                                             
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                   
|       | On December 6, 2004, the Company increased
        its authorized common stock to 300,000,000 common shares at $0.001
        par value, causing the 34,000,000 special warrants to be converted into
        common shares for no additional consideration.                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                   
|       | Commitments:                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                   
|       | Share Purchase Options                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                   
|       | The Company has a share purchase option
        plan, which authorizes the board of directors to grant shares as incentive
        share purchase options to directors, officers, consultants and employees.
        The exercise price of the options is determined by the fair market value
        of the shares at the closing price on the date of the grant.
|       |                                                                                                                                                                                                                                                                                                                                                                   
|       | A summary of the status of the stock
        option plan as of March 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                                                   | (43,000    | ) | $1.70         
| |                                                             |            |   |               
| | Options outstanding and exercisable at March
      31, 2005 | 9,957,000  |   | $1.70         

| | At March 31, 2005, 9,957,000 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. These share purchase options expire on October
        15, 2009.
      The stock options granted to consultants are marked
        to fair value, using the Black-Scholes option pricing model, and are expensed
        over the vesting period through charges to the statements of operations
        and additional paid-in capital. Total stock-based compensation for stock
        options granted to consultants and non-employees recognized during the
        period ended March 31, 2005 was $22,480,000. This amount was recorded
        in the statements of operations as stock-based compensation and in the
        balance sheets as additional paid-in capital.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

Aqua Society, Inc. 
  (A Development Stage Company) 
  Notes to the Interim Consolidated Financial Statements
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

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

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

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

| |                                             |   | Six months  |  
| | ------------------------------------------- | - | ----------- | -
| |                                             |   | Ended       |  
| |                                             |   | March 31,   |  
| |                                             |   | 2005        |  
| |                                             |   |             |  
| | Comprehensive loss for the period           | $ | (23,650,186 | )
| | Pro forma compensation cost                 |   | (5,620,000  | )
| |                                             |   |             |  
| | Pro forma comprehensive loss for the period | $ | (29,270,186 | )
| |                                             |   |             |  
| | Pro forma comprehensive loss per share      | $ | (0.29       | )

| | As at March 31, 2005, 416,666 share purchase warrants
        are outstanding entitling the holders thereof the right to purchase 416,666
        common shares at $2.40 per share, which expire on October 18, 2006.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

Aqua Society, Inc. 
  (A Development Stage Company) 
  Notes to the Interim Consolidated Financial Statements
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 9  | Non-cash Transactions                                                                                                                                                                                          
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                
|        | Investing and
        financing activities that do not have an impact on current cash flows
        are excluded from the statement of cash flows.                                                             
|        |                                                                                                                                                                                                                
|        | During the period
        May 13, 2004 (date of incorporation) to September 30, 2004:                                                                                                                          
|        |                                                                                                                                                                                                                
|        | a)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                
|        | b)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                
|        | During the three
        months ended December 31, 2004, the Company issued 34,000,000 common shares
        pursuant to the conversion of 34,000,000 special warrants for no additional
        consideration.
|        |                                                                                                                                                                                                                
|        | These transactions
        have been excluded from the statement of cash flows.                                                                                                                                
|        |                                                                                                                                                                                                                
|Note 10 | Commitments– Note 8                                                                                                                                                                                            
|        |                                                                                                                                                                                                                
|        | a)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                
|        | b)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                
|        | c)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                
|        | d)                                                                                                                                                                                                             

F-10

---

Aqua Society, Inc. 
  (A Development Stage Company) 
  Notes to the Interim Consolidated Financial Statements
  March 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 10 | Commitments– Note 8 –
      (cont’d)
|------- | ------------------------------------
|        |                                     
|        | e)                                  
|        |                                     
|        | f)                                  
|        |                                     
|        | g)                                  

|Note 11 | Subsequent Event
      Subsequent to March 31, 2005, the Company issued 15,000
        common shares at $1.70 per share for total proceeds of $25,500
        pursuant to the exercise of share purchase options outstanding at March
        31, 2005.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11

---

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 second
  quarter and six month period ended March 31, 2005 and changes in our financial
  condition from September 30, 2004. This discussion should be read in conjunction
  with the Management’s Discussion and Analysis or Plan of Operation included
  in our Annual Report on Form 10-KSB for the year ended September 30, 2004.

Corporate Background

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

On September 22, 2004, we completed the acquisition of Aqua
  Society GmbH (“Aqua GmbH”). Aqua GmbH was founded as a limited liability
  company under the laws of Germany on May 13, 2004. Prior to our acquisition
  of Aqua GmbH, we were in the business of providing services in the areas of
  digital graphics and special effects. Upon completing the acquisition of Aqua
  GmbH, we abandoned this digital imaging business. We are now in the business
  of designing and developing technologies for application, and providing consulting
  services, in the areas of heating, ventilating, air conditioning and refrigeration
  (“HVAC&R”), water purification and waste water treatment (collectively,
  the “Aqua Business”).

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

Recent Corporate Developments

The following significant corporate developments have occurred
  since the end of our fiscal quarter for the period ended December 31, 2004:

3

---

|1. | In January of 2005, we entered into an agreement
        with the State Ministry of Health and Population for the Ivory Coast (the
        "Ministry of Health") to conduct evaluations of the cold storage systems
        at various hospitals and healthcare facilities within the Ivory Coast
        and to provide them with estimates for repairing and upgrading those systems.
        Our agreement with the Ministry of Health also calls for us to provide
        estimates to supply a number of healthcare facilities with Thermomobile
        refrigeration units for the safe storage and handling of medicines, vaccines
        and blood products. The terms of the Company's agreement with the Ministry
        of Health extend for a period of seven years and will be renewed automatically
        for an additional seven year period unless one of the parties provides
        notice of its intent to annul the agreement at least six months prior
        to the end of the first seven year term. The fees and prices to be paid
        to the Company for providing its services and supplying equipment have
        yet to be determined and will be negotiated between the Company and the
        individual hospitals and healthcare facilities. The Ministry of Health
        has agreed to facilitate the introduction of the Company to those hospitals
        and health care facilities and to guarantee payment under any contracts
        negotiated with those facilities. However, there is no assurance that
        we will be able to reach definitive agreements with the individual hospitals
        and healthcare facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Our first project under our agreement with the Ministry
        of Health for the Ivory Coast is for the supply and installation of cold
        storage equipment to the National Centre of Blood Transfusion (the national
        blood bank) for the Ivory Coast (the “CNTS”). In January of
        2005, we successfully submitted a bid to the CNTS to develop an integrated
        refrigeration system for the storage and transportation of their blood
        supplies and have entered into a three year service agreement with the
        CNTS (the “CNTS Service Agreement”). Under the CNTS Service
        Agreement, we will conduct a complete evaluation of their cold storage
        chain and supply and install refrigerated storage facilities for twelve
        blood banks in the Ivory Coast. In addition, we will supply them with
        Thermomobile units to be used to transport blood from these blood banks
        to individual hospitals throughout the Ivory Coast. We will also train
        CNTS personnel to properly operate and maintain the supplied equipment.
        Under the terms of the CNTS Service Agreement, the CNTS will, based on
        our recommendations, provide us with orders for the equipment to be supplied.
        Based on a joint assessment of the CNTS’ needs, we have estimated
        that the purchase price will be EUR 1,945,976 (approximately US $2,448,076
        based on an exchange rate of US $1.25802 per EUR on May 23, 2005)
        for the equipment expected to be ordered in 2005, EUR 944, 649 (approximately
        US $1,188,387) for the equipment expected to be ordered in 2006 and
        EUR 637,218 (approximately US $801,632) for the equipment expected
        to be ordered in 2007, for a total purchase price of EUR 3,527,843 (approximately
        US $4,438,097). These amounts are initial estimates only. The actual
        amounts that we receive under the CNTS Service Agreement may vary significantly
        from the amounts estimated depending upon the actual orders placed by
        the CNTS. The actual orders for equipment placed by the CNTS may vary
        from our initial assessments due to a variety of factors that may be outside
        of our control, including the budgetary constraints of the CNTS and the
        individual blood banks.
|  
|3. | In February of 2005, we delivered and installed
        three demonstration models of the Aquamission at various locations within
        the Persian Gulf. These units are currently operational, with the largest
        unit producing approximately 1,000 litres of drinking water per day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|4. | We have received an order from Refrigeraciones Kal-Tec
        Espana S.L., a Spanish company (“Kal-Tec”), for the purchase
        of one Aquamission unit at a price of EUR 562,000 (approximately US $707,007
        based on an exchange rate of US $1.25802 per EUR on May 23, 2005).
        It is expected that Kal-Tec will not be acquiring the Aquamission for
        its own use                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

4

---

|   | but will seek to resell the unit to an end user
        in Spain. We have until September 30, 2005 to construct and deliver the
        Aquamission unit to Kal-Tec. Payment will be due from Kal- Tec on June
        30, 2006 unless Kal-Tec is able to resell the Aquamission unit earlier,
        in which case the purchase price will become immediately due.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. | In April, 2005, we opened an office in Berlin, the
        capital of Germany. By having a presence in Berlin, we hope to improve
        our ability to market our products and services to the governments of
        countries where our products and services would be most beneficial.                                                                         
|  
|6. | In April, 2005, we reached a verbal agreement to
        become the exclusive distributor of a patented vacuum pump liquid purification
        system. We intend to market and distribute this product in connection
        with the water purification and waste water treatment services that we
        provide.                                               

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

THE AQUA BUSINESS

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

The Aquamission Product

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

The Thermomobile Product:

The Thermomobile product is a multi-purpose, self-contained,
  mobile, refrigerated container unit. The Thermomobile is designed such that
  the entire container unit can be loaded onto and transported by a variety of
  large or small transport vehicles. The device is able to utilize either the
  power supplied by the vehicle’s own power system or publicly supplied
  electricity to keep the interior of the unit refrigerated. Thus the cooling
  chain can be maintained at all times, whether the Thermomobile is loaded onto
  a transport vehicle or not. The Thermomobile product does not require expensive
  modifications or permanent affixation to the transport vehicle, allowing the

5

---

vehicle to still be utilized as a non-refrigerated transport.
  Technical development and testing of the Thermomobile has been completed and
  we are now in the process of developing the market for this product.

The Thermomission Product:

The Thermomission is a product we are developing to improve
  the energy efficiency of refrigeration units. In every refrigeration unit, latent
  (i.e. waste) heat is transported from the inside of the unit to its outside.
  The Thermomission is being developed to convert this wasted heat into electricity
  which is then returned to the refrigeration unit, lowering total energy consumption.

We have conducted an initial test of a Thermomission prototype
  installed in a water treatment system. The results of this test indicated that
  use of the Thermomission reduced the energy consumed in the water treatment
  process by 50 percent. We are in the process of making further refinements and
  improvements to the Thermomission.

Consulting Services

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

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

PLAN OF OPERATION

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

|1. | The Aquamission Product:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | We have completed the technical development and
        testing of the Aquamission and we are currently in the process of developing
        the market for this product. Throughout this process, we will continue
        to evaluate the Aquamission and seek methods for improving its efficiency,
        its commercial appeal and its marketability. We intend to market the Aquamission
        primarily in geographic locations with high ambient temperatures and relative
        humidity but without readily available sources of fresh water, such as
        the Persian Gulf.
|  
|   | We have constructed four saleable demonstration
        models of the Aquamission unit of varying sizes. Three of these demonstration
        models have been delivered and installed at locations within the Persian
        Gulf and are currently operational. The largest of these demonstration                                                                                                                                                                                                                                                                                         

6

---

|   | models is currently producing approximately 1,000
        liters of drinking water per day. The fourth demonstration model is currently
        being stored at our facility located in Herten, Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the next few months, we will meet with potential
        purchasers for the Aquamission unit in the Persian Gulf. Our President,
        Secretary and Treasurer, Achim Stamm, travelled to Dubai in the United
        Arab Emirates at the end of March, 2005, to display the demonstration
        models and to meet with various parties interested in purchasing Aquamission
        units. We have not reached an agreement with any of these parties for
        the supply of Aquamission units or any of our other products or services
        and there is no assurance that we will be able to reach such an agreement.                                                                                                                                                                                      
|  
|   | In addition to our efforts to market the product
        in the Persian Gulf, we are also currently seeking to market the product
        in southern Europe. We have received an order from Kal-Tec, a Spanish
        company, to deliver one Aquamission unit to them at a price of EUR 562,000
        (approximately US $707,007 based on an exchange rate of US $1.25802
        per EUR on May 23, 2005). It is expected that Kal-Tec will not be acquiring
        the Aquamission for its own use, but will seek to resell the unit to an
        end-user in Spain. Construction of the Aquamission unit to be delivered
        to Kal-Tec has begun at our facility in Herten, Germany and we expect
        to complete delivery of the unit at the end of October, 2005.                                           
|  
|2. | The Thermomobile Product:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | Technical development and testing of the Thermomobile
        has been completed and we are now in the process of developing the market
        for this product. Throughout this process we will continue to evaluate
        and improve the Thermomobile to increase its commercial appeal and marketability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | In December of 2004, we entered into an agreement
        with BS Technik GmbH for the delivery of 15 Thermomobile units of varying
        sizes for an aggregate price of EUR 164,283 (approximately US $206,671
        based on an exchange rate of US $1.25802 per EUR on May 23, 2005).
        We have completed the construction of two of these units at our facility
        in Herten, Germany and we are scheduled to complete construction of the
        ordered units during 2005. However, we have entered into discussions with
        BS Technik GmbH to delay delivery of the Thermomobile units ordered by
        them. If these discussions are successful, we will utilize the units that
        were to be supplied to BS Technik GmbH by supplying them to the CNTS.                                  
|  
|   | The Company has also reached an agreement with the
        State Ministry of Health and Population (the “Ministry of Health”)
        for the Ivory Coast to conduct evaluations of the cold storage systems
        for a number of healthcare facilities in the Ivory Coast and to provide
        them with estimates for the supply of Thermomobile units to be used for
        the safe storage and handling of medicines, vaccines and blood products.
        The fees and prices to be paid for providing our services and supplying
        them with equipment are still to be negotiated by us with the individual
        health care facilities and there is no assurance that we will be able
        to reach a definitive agreement with these facilities to provide them
        with our services or products.
|  
|   | The first project undertaken by us under our agreement
        with the Ministry of Health for the Ivory Coast is to supply and install
        cold storage equipment, including Thermomobile units, to the National
        Centre of Blood Transfusion (the national blood bank) for the Ivory Coast
        (the “CNTS”). The CNTS has already ordered two Thermomobile
        units which we are scheduled to deliver at the end of July, 2005. A delay
        in the delivery to us of the transport trucks to which the Thermomobile
        units will be installed has delayed our delivery of the completed units
        to the CNTS. In addition to the Thermomobile units, the CNTS has placed
        orders for the supply and                                                                                  

7

---

|   | installation of industrial stationary refrigerated
        storage units. We hope to be able to supply the necessary equipment for
        these stationary facilities before the end of September, 2005.                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the next twelve months, we will work with
        the CNTS to continue to assess their cold storage needs at various facilities.
        We will also work to deliver and install ordered equipment and will continue
        the construction of the Thermomobile units to be supplied to the CNTS
        at our facility in Herten, Germany.                                                                                 
|  
|3. | The Thermomission Product:                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | An initial prototype of the Thermomission was constructed
        early in 2005 and was installed on a water treatment system for testing.
        Results of the test indicated that the energy consumption of the water
        treatment system was reduced by 50%. We intend to continue prototype testing
        of the Thermomission during the next twelve months and to refine our technical
        designs for this product.
|  
|4. | Consulting Services:                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | In addition to providing estimates to the CNTS and
        other various healthcare facilities in the Ivory Coast, we will also be
        engaged in the following consulting activities during the next twelve
        months:                                                                                                                                                                                                       

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | • | We have received a request
        from Alstom Marine to submit a bid to supply and install an advanced waste
        water treatment facility onboard a 2,900 passenger cruise ship. Alstom
        Marine is a division of the French conglomerate Alstom and builds high
        value added ships such as cruise ships, high speed ferries, liquefied
        natural gas tankers and yachts. Alstom Marine continues to prepare and
        modify the specifications and blueprints for the cruise ship. We have
        been involved in this process by providing Alstom Marine with feedback
        and suggestions when they provide draft plans for the cruise ship to us.                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Due to the complexity and
        size of the cruise ship being designed by Alstom Marine, we expect them
        to take at least one year to finalize their blue prints and specifications.
        Once Alstom Marine finalizes the plans and specifications for the cruise
        ship, we will supply them with a formal proposal. There are no assurances
        that any proposals submitted by us will be accepted by Alstom Marine or
        that we will be able to reach an agreement with them for the provision
        of our services.                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | • | We have entered into a non-binding
        memorandum of understanding with Gulf Water Treatment Co. Ltd. (“GWT”)
        to collaborate on the production of water treatment, filtration and desalination
        systems in the United Arab Emirates (the “UAE”). Under this
        memorandum of understanding, we will provide GWT with expertise, training,
        materials and equipment for the production of facilities in the UAE. The
        fees and prices to be paid for providing these services to GWT have yet
        to be determined. Our discussions and negotiations with GWT for a definitive
        agreement are ongoing and there are no assurances that we will be able
        to reach such an agreement with GWT.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|We anticipate
        spending approximately $2,000,000 in pursuing our plan of operation
        over the next twelve months. This amount is in excess of our current cash
        reserves and anticipated revenues for that period. Accordingly, we will
        require substantial additional financing in order to fund our plan of
        operation. We anticipate that any additional financing will likely be
        in the form of equity financing as substantial
        debt financing is not expected to be available at this stage of our business.

8

---

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

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

RESULTS OF OPERATIONS

Under generally accepted accounting principles, our financial
  results are reported as a continuation of the operations of Aqua GmbH, founded
  on May 13, 2004. See “Critical Accounting Policies”. As Aqua GmbH
  was founded on May 13, 2004, no comparative figures for the quarter ended March
  31, 2004 have been presented.

Second Quarter and Six Months Summary

|                  |                               |  |                          
|----------------- | ----------------------------- |  | -------------------------
|                  | Second Quarter Ended March 31 |  | Six Months Ended March 31
|                  | 2005                          |  | 2005                     
|Revenue           | $ --                          |  | $ --                     
|Expenses          | $(611,053)                    |  | $(23,671,734)            
|Net Income (Loss) | $(611,053)                    |  | $(23,671,734)            

Revenues

We have not earned any revenue to date. We have reached an
  agreement with BS Technik GmbH to deliver 15 Thermomobile units for an aggregate
  price of EUR 164,283 (approximately US $206,671 based on an exchange rate
  of US $1.25802 per EUR on May 23, 2005). We are scheduled to complete the
  sale of these units to BS Technik GmbH sometime in 2005, however, we are in
  discussions with BS Technik GmbH to delay the delivery of these units so that
  we may supply the units to the CNTS. We have received an order from Kal-Tec
  for one Aquamission unit at a price of EUR 562,000 (approximately US $707,007),
  to be delivered by September 30, 2005. Construction on the Aquamission unit
  to be delivered to Kal-Tec has begun, with delivery scheduled for the end of
  October, 2005. Payment for the Aquamission unit to be delivered to Kal-Tec is
  due no later than June 30, 2006, unless Kal-Tec is able to resell the Aquamission
  unit at an earlier date, upon which the purchase price will become immediately
  due and owing.

Although we have reached an agreement with the CNTS to assess
  their cold storage facilities and supply them with materials and equipment,
  and have provided them with estimates for the equipment expected to be supplied
  to them, a final determination has not been made on the equipment to be supplied
  to the CNTS or on the final purchase to be paid by the CNTS. The actual amounts
  that we receive under the CNTS Service Agreement may vary significantly from
  the amounts estimated.

9

---

Operating Costs and Expenses

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

|                          |                               |  |                          
|------------------------- | ----------------------------- |  | -------------------------
|                          | Second Quarter Ended March 31 |  | Six Months Ended March 31
|                          | 2005                          |  | 2005                     
|Accounting and Audit Fees | $29,838                       |  | $71,899                  
|Advertising and Promotion | 30,790                        |  | 46,220                   
|Amortization              | 3,118                         |  | 5,276                    
|Bank Charges and Interest | 4,311                         |  | 4,635                    
|Commissions               | --                            |  | 6,478                    
|Consulting Fees           | 59,721                        |  | 65,721                   
|Development Costs         | 239,802                       |  | 509,102                  
|Legal Fees                | 28,116                        |  | 68,249                   
|Filing Fees               | 5,785                         |  | 6,451                    
|Management Fees           | 117,925                       |  | 234,535                  
|Office and Miscellaneous  | 29,556                        |  | 47,599                   
|Rent                      | 16,943                        |  | 16,943                   
|Salaries and Benefits     | 31,731                        |  | 31,731                   
|Stock-based Compensation  | --                            |  | 22,480,000               
|Transfer Agent            | 340                           |  | 4,372                    
|Travel                    | 13,077                        |  | 72,523                   
|Total Operating Expenses  | $611,053                      |  | $23,671,734              

On October 15, 2004, we issued a total of 10,000,000 options
  pursuant to our 2004 Stock Incentive Plan. Each option granted entitles the
  holder to acquire one share of our common stock at a price of $1.70 per
  share for a period of five years from the date of the grant. The fair value
  of these options, determined to be $22,480,000 according to the Black-Scholes
  option pricing model, has been recorded as stock based compensation for the
  period ended December 31, 2004.

Our development costs of $239,802 for the second quarter
  ended March 31, 2005 are costs associated with the development of our products.
  The increase in these expenses over previous fiscal periods is a result of our
  increased product and business development activities during the second quarter
  ended March 31, 2005.

We also incurred management fees of $117,925 during the
  period ended March 31, 2005. These fees are made up of amounts charged under
  a management consulting contract with Stamm & Lang Rechtsanwalte, a German
  law firm of which Achim Stamm, our President, Secretary and Treasurer and a
  member of our Board of Directors, is a partner, and amounts charged under a
  management consulting contract with Hubert Hamm, the inventor of the technologies
  underlying our products and the lead consultant for research and development
  for Aqua GmbH’s HVAC&R department.

10

---

The remainder of our operating expenses also increased significantly
  during the second quarter ended March 31, 2005 over those incurred during the
  period from our inception on May 13, 2004 to our fiscal year ended September
  30, 2004. This increase in our expenses is primarily attributable to the increase
  in our product and business development activities during the second quarter
  ended March 31, 2005 and to the professional fees incurred in connection with
  our ongoing reporting obligations under the Securities Exchange Act of 1934
  (the “Exchange Act”).

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |                   |                       |                      
|------------------------- | ----------------- | --------------------- | ---------------------
|                          |                   |                       | Percentage           
|                          | At March 31, 2005 | At September 30, 2004 | Increase / (Decrease)
|Current Assets            | $699,357          | $62,900               | 1,011.9%             
|Current Liabilities       | 571,013           | 225,989               | 152.7%               
|Working Capital (Deficit) | $128,344          | $(163,089)            | 178.7%               

|Cash Flows                                     |                  |                        
|---------------------------------------------- | ---------------- | -----------------------
|                                               | Six Months Ended | Period from Inception  
|                                               | March 31, 2005   | (May 13, 2004) to March
|                                               |                  | 31, 2005               
|Cash Flows from (used in) Operating Activities | $(1,201,433)     | $(1,281,859)           
|Cash Flows from (used in) Investing Activities | $(646,992)       | $(652,980)             
|Cash Flows from (used in) Financing Activities | $1,867,942       | $1,961,069             
|Net Increase (decrease) in Cash During Period  | $19,517          | $26,230                

As at March 31, 2005, we had cash of $26,230 and a working
  capital surplus of $128,344. We will require approximately $2,000,000in order to carry out our plan of operation over the next twelve months.
  Our current working capital is insufficient to support our current commitments
  and operations over the next twelve months. On October 18, 2004, we obtained
  equity financing in the amount of $1,000,000 on a private placement basis,
  which is being used by us to support our current operations. During the period
  ended March 31, 2005, we obtained a loan of EUR 390,000 (recorded at US $505,837
  based on a rate of US $1.2970 per EUR for purposes of our March 31, 2005
  financial statements) from Stamm & Lang Rechtsanwalte and a loan of EUR
  129,698 (recorded at US $168,220 based on a rate of US $1.2970 per EUR
  for purposes of our March 31, 2005 financial statements) from an unrelated third
  party. Both of these loans charge interest at a rate of 7.5% per annum, are
  secured by the accounts receivable of Aqua GmbH and are due on December 31,
  2006.

We require additional financing if we are to continue as a
  going concern and to finance our plan of operation. We anticipate that any additional
  financing will be through sales of our common stock or

11

---

other equity-based securities. We are presently in the process
  of negotiating private placements of securities to raise working capital to
  finance our operations. However, we do not have any arrangements in place for
  the sale of any of our securities and there is no assurance that we will be
  able to raise the additional capital that we require to continue operations.
  In the event that we are unable to raise additional financing on acceptable
  terms, we intend to reduce our product development efforts and may implement
  additional actions to reduce expenditures.

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 development
  and marketing of our products. We intend to arrange for the sale of additional
  shares of our common stock to obtain additional operating capital for at least
  the next twelve months, however there is no assurance that we will be able to
  raise the necessary capital to carry out our plan of operation as currently
  stated.

No material commitments for capital expenditures were made
  during the period ended March 31, 2005.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

12

---

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

Reverse Acquisition Accounting

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

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

Principles of Consolidation

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

Foreign Currency Translation

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

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

RISK FACTORS

Need For Financing

We do not currently have the financial resources to complete
  our plan of operation for the next twelve months. We anticipate that we will
  require financing in the amount of $2,000,000in order to fund our
  plan of operation over the next twelve months. 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

13

---

to meet our financial obligations and pursue our plan of operation
  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

Aqua GmbH was formed on May 13, 2004 and has been involved
  primarily in organizational activities to date. We have never earned revenue
  from our operations.

Potential investors should be aware of the difficulties normally
  encountered by a new enterprise and the high rate of failure of such enterprises.
  The potential for future success must be considered in light of the problems,
  expenses, difficulties complications and delays encountered in connection with
  the development of a business in the area in which we intend to operate and
  in connection with the formation and commencement of operations of a new business
  in general. These include, but are not limited to, unanticipated problems relating
  to research and development programs, marketing, approvals by government agencies,
  competition and additional costs and expenses that may exceed current estimates.
  There is no history upon which to base any assumption as to the likelihood that
  we will prove successful, and there can be no assurance that we will generate
  any operating revenues or 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 product. Although the initial results of this
  test were favorable, we are still in the process of refining and testing this
  technology. In the event that our development program for this product is successful,
  there is no assurance that we will be able to manufacture theses products at
  a reasonable cost. Even if we are able to manufacture these products at a reasonable
  cost, there is no assurance that the price of our products will not be excessive,
  precluding the product from generating sufficient consumer or market acceptance.

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

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

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

We intend to complete the construction of the Aquamission
  unit to be delivered to Kal-Tec and the Thermomobile units to be delivered to
  BS Technik GmbH and the CNTS at our facility located in Herten, Germany. However,
  the size of this facility is limited and, should we be able to develop a commercial
  market for these products, of which there is no assurance, we may not be able
  to manufacture these products at a rate that is quick enough to meet or sustain
  large scale market

14

---

demand. We intend to seek supply contracts and/or joint venture/licensing
  agreements with independent manufacturing companies to manufacture our products
  on a large scale basis, however we have not yet entered into any such contracts
  or agreements and there is no assurance that we will be able to negotiate any
  such contracts or agreements.

Our Operations May Be Subject to Extensive Government Regulation

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

Risks of International Business Operations

Although we are incorporated in the United States, the majority
  of our operating activities is conducted in Germany. Furthermore, we intend
  to target markets for our products in the Persian Gulf and other developing
  parts of the world, such as Africa. As such, a significant portion of our business
  depends upon our ability to establish and maintain successful relationships
  with businesses and governments located outside of the United States. If we
  are unable to establish and maintain such relationships, we may not be able
  to implement our business plan or plan of operations. In addition, we face risks
  related to conducting international business operations, including the risks
  of changing economic conditions and political instability, which could have
  a materially adverse affect on our business plan.

Rapid Technological Changes In Our Industry Could Make
  Our Products Obsolete

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

Asserting And Defending Intellectual Property Rights May
  Impact Results Of Operations

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

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

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

15

---

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.

Changes In Internal Controls Over Financial Reporting

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

16

---

PART II - OTHER INFORMATION

ITEM 1.                       LEGAL
  PROCEEDINGS.

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

ITEM 2.                       CHANGES
  IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.                       DEFAULTS
  UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.                       OTHER
  INFORMATION.

None.

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

|Exhibit |  | Description of Exhibit                                                                                                                                                                       
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  |                                                                                                                                                                                              
|        |  |                                                                                                                                                                                              
|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)                                                        
|        |  |                                                                                                                                                                                              
|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)                                                                                                                                                                
|        |  |                                                                                                                                                                                              
|14.1    |  | Code of Ethics.(4)                                                                                                                                                                           
|        |  |                                                                                                                                                                                              
|31.1    |  | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.                                       
|        |  |                                                                                                                                                                                              
|32.1    |  | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.                                       

17

---

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

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended March 31, 2005. We have not filed any Current Reports on
  Form 8-K since March 31, 2005.

18

---

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/ Achim Stamm                                      
|Date: | May 25, 2005 |     | ACHIM STAMM                                          
|      |              |     | Chief Executive Officer, Chief Financial Officer     
|      |              |     | President, Secretary and Treasurer                   
|      |              |     | (Principal Executive Officer and Principal Accounting
|      |              |     | Officer)                                             

---