UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ____________________________________________________
  FORM
10-K
 
 (Mark
One)
 x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
The Fiscal Year Ended January 31, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File No.  000-51193
 
 ASPIRE
      JAPAN, INC.(Exact
      name of issuer as specified in its charter)Delaware
                20-8326081(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.  Employer
      Identification No.)5757
      W. Century Blvd., Suite 700
                  Los
      Angeles, CA
                90045(Address
      of principal executive offices)
                (Zip
      Code)Registrant’s
      telephone number, including area code:(310)
      348-7255
  Securities
      registered under Section 12(b) of the Exchange Act:
                  None.Securities
      registered under Section 12(g) of the Exchange Act:
                  Common
      stock, $.001 par value per share.(Title
      of class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.
 Yes o    No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yes o   No x
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes x    
No o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K.  o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every
 Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
 Yes o     No
o
  
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes x   No
*
 
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant on January 31, 2009 based on a closing price of
$6.25 was approximately $7,775,937.
 As of May
18, 2009, the registrant had 7,854,150 shares issued and
outstanding.
 
 Documents Incorporated by
Reference:
 None.
 
  
  TABLE
OF CONTENTS
  PART
      IITEM
      1.
                DESCRIPTION OF
      BUSINESS
                1ITEM
      1A.
                RISK FACTORS
                2ITEM
      2.
                PROPERTIES
                2ITEM
      3.
                LEGAL
      PROCEEDINGS
                2ITEM
      4.
                SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
                2PART
      IIITEM
      5.
                MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                2ITEM
      6.
                SELECTED FINANCIAL
      DATA
                3ITEM
      7.
                MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                3ITEM
      7A.
                QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
                7ITEM
      8.
                FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
                8ITEM
      9.
                CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                20ITEM
      9A(T).
                CONTROLS AND
      PROCEDURES
                20PART
      IIIITEM
      10.
                DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
                21ITEM
      11.
                EXECUTIVE
      COMPENSATION
                21ITEM
      12.
                SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                22ITEM
      13.
                CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
                23ITEM
      14.
                PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                23PART
      IVITEM
      15.
                EXHIBITS, FINANCIAL STATEMENT
      SCHEDULESSIGNATURES
                
                24
   
 PART
I
  ITEM
1.        DESCRIPTION OF
BUSINESS.
  Corporate
History
  We were
incorporated under the laws of the State of Delaware on February 2, 2005. On
July 7, 2006, Ken Osako obtained all of our shares of common stock and changed
our name to Dream Media, Inc. On May 23, 2007 we changed our name to Aspire
Japan, Inc. (“Aspire Japan”) to better reflect our business plan of the
mail-order business operation in Japan at the time. The mail-order business was
subsequently abandoned in August 2008 when we  entered
into  intellectual property trading agreements with two third-party
companies representing a seller and a buyer. As a result our primary focus
became trading and brokering intellectual property rights. Ken Osako is our
Chairman of the Board and Chief Financial Officer, as well as our controlling
stockholder. Our main office is located at 5757 W. Century Blvd., Suite 700, Los
Angeles, CA 90045 and the telephone number is (310) 348-7255.
  The
Company
  We seek
to buy and broker  Intellectual Property Rights to generate income in
the future. We intend to sell purchased Intellectual Property Rights to the
prospective buyers. We have entered into the first set of Intellectual Property
purchase and sales agreements in August 2008. Our initial plan was to purchase
the toilet water purification and re-circulation system for the non-sewage
available area and then to sell this Intellectual Property Rights to the buyer.
However, the buyer of the project could not meet the financial obligations
despite  a sales and the payment agreement. Therefore, we could not
generate income from this transaction and instead suffered a financial loss from
this transaction. For future transactions, we will ensure that the buyers of the
Intellectual Property Rights have the financial capability to pursue the
transactions before  enter into any purchase agreements. Ultimately it
is our intention to  generate income from the brokerage service and
buying-and-selling of the Intellectual Property Rights.
  Products
and Services
  Our
principal business activity will be the buying-and-selling of the Intellectual
Property Rights. Intellectual Property Rights are tradable, identifiable, and
legally protected assets. Common forms of intellectual property rights are:
patents, copyrights, trademarks, trade secrets, know-how, and franchises. In
many cases, intellectual property rights usually provide creators of original
works economic incentive to develop and share ideas through a temporary monopoly
in the business world.
  In the
business of buying-and-selling and brokering the Intellectual Property Rights,
the valuation of the Intellectual Property Rights is very a challenging and
extremely important part of the process. Since we do not have any expertise in
the valuation of Intellectual Property Rights, we will rely on  third
party professional opiniond to value the Intellectual Property Rights. We do not
have specific vendors or partners to conduct valuation service for the
Intellectual Property rights and will try to get several different opinions on
each transaction.
  To
conduct our business, we are searching for  Intellectual Property
Rights that are valued with the net cash flow approach with the market
consideration of only one market. Some of the Intellectual Property Rights such
as the combination of patents and the business know-how only contains a net cash
flow approach with only one market; however, the valuation of such an
intellectual property can increase with the addition of the other markets. We
are trying to capitalize on this difference of the valuation with one market vs.
the valuation with several markets.
  Revenue Streams
  We intend
to generate revenues from two sources; the primary source for the revenue will
be in a form of the mark-up on the intellectual property rights that has a
higher valuation with several new markets in the selling valuation price. We
will focus only on the intellectual property rights that can have higher
valuation of at least 100% from the original valuation when the new markets are
added.
 Additionally,
we intend to generate revenue from brokering Intellectual Property
Rights.
  Marketing
  We plan
to position ourselves as a value added bridge for the Intellectual Property
Rights sellers and buyers. We intend to create an extensive proprietary database
of buyer and seller information through a use of internet and various small
business networks such as small business associations throughout the world. We
have not yet developed our database; however, we are working to build a database
system and networks to market our business.
  -1-
  Competition
  The
Intellectual Property Rights trading businesses are highly competitive. Our
competitors include, but not limited to, the some government agencies, law firms
specialized in intellectual properties, and intellectual property trading
companies. Most of our competitors have much greater financial, marketing, and
human resources than we have.
  The
Internet online marketing activity is rapidly evolving and intensely
competitive. Many competitors in this area have greater financial, technical and
marketing resources than the Company. Many news-related sites, weblogs and other
online publishers syndicate their content as an RSS Feed to whomever wants it,
database management, logistics and database management technologies and the
expansion of existing technologies may increase the competitive pressures on
online business marketers, including the Company.
  Employees
  We
currently have no employees other than Ken Osako our sole officer and
director.
 
 ITEM 1A.       RISK
FACTORS.
 
 Not
required for smaller reporting companies.
 
 ITEM
2.         DESCRIPTION OF
PROPERTY.
 
 We
presently maintain our principal offices at an executive office located 5757 W.
Century Blvd., Suite 700, Los Angeles, CA 90045 and the telephone number is
(310) 348-7255.
  ITEM 3.         LEGAL
PROCEEDINGS.
  On or
about May 15, 2007, we entered into an employment agreement whereby David
Nakajima would act as President and Chief Marketing Officer of Aspire. On or
about January 4, 2008, the parties entered into a Separation Agreement and
General Release, which sought to terminate the employment relationship between
the parties. By the terms of the Separation Agreement, Aspire agreed to pay Mr.
Nakajima the amount of $230,000 in lieu of severance payments under the terms of
the Employment Agreement, which amount was to be paid at the rate of $30,000 per
month on the last day of each month commencing January 2008, with a final
payment of $50,000 to be made on July 31, 2008.  Mr. Nakajima received
payment of $20,000 on January 31, 2008, and an additional payment of $10,000 on
or before February 15, 2008. Since that date no additional payments have been
made.
  In March
2009 we were served with a lawsuit by Mr.  Nakajima based on the
above.  At this time we have not answered such complaint and we currently
considering our options with regard to this claim.
  Mr.
Nakajima is suing the company for the basic value of $1.2 million plus unknown
compound interest and as of January 31, 2009,we have accrued over $1,200,000 for
this lawsuit.
 ITEM
4.         SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.
  None.
 
 PART
II
  ITEM 5.         MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
 
 Market
Information
 
 Our
common stock has traded on the OTC Bulletin Board system under the symbol “ASJP”
since November 19, 2007.
 
 The
following table sets forth the high and low trade information for our common
stock for each quarter since we began trading on November 19, 2007. The prices
reflect inter-dealer quotations, do not include retail mark-ups, markdowns or
commissions and do not necessarily reflect actual transactions.
   -2-
   Quarter
      ended
                          
                          Low
      Price
                          
                          
                          High
      PriceApril
      30, 2008
                          
                          $
                          3.00
                          
                          
                          $
                          3.25July
      31, 2008
                          
                          $
                          3.25
                          
                          
                          $
                          3.25October
      31, 2008
                          
                          $
                          3.25
                          
                          
                          $
                          4.25January
      31, 2009
                          
                          $
                          1.25
                          
                          
                          $
                          6.25
 
 Holders
 
 As of May
18, 2009 in accordance with our transfer agent records, we had 50 record
holders of our Common Stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Stock Option
Grants
 
 None.
 
 ITEM 6.         SELECTED
FINANCIAL DATA.
 
 Not
applicable for smaller reporting companies.
 
 ITEM
7.          MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 
 Caution Regarding
Forward-Looking Information
 
 Certain
statements contained herein, including, without limitation, statements
containing the words “believes”, “anticipates”, “expects” and words of similar
import, constitute forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
 
 Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.
 
 Given
these uncertainties, readers of this prospectus and investors are cautioned not
to place undue reliance on such forward-looking statements.
 
 Plan of
Operations
 
 We
anticipate that our operational as well as general and administrative expenses
for the next 12 months will total $225,000. The breakdown is as
follows:
 Marketing Materials
                          
                          $
                          50,000Legal/Accounting
                          
                          $
                          75,000General/Administrative
                          
                          $
                          100,000Total
                          
                          $
                          225,000
   -3-
 
 Because
of our nature as a development stage company, it is unlikely that we could make
a public sale of securities or be able to borrow any significant sum from either
a commercial or private lender. We intend on financing operations primarily
through funds raised in private placements. There can be no assurance that we
will able to obtain additional funding when and if needed or that such funding,
if available, can be obtained on terms acceptable to the
Company.
  Capital Resources and
Liquidity
  We are
currently financing operations primarily through funds raised in private
placements August 30, 2006, November 30, 2006, and April 2007. In August 2006,
we completed an offering in which we raised a total of $6,700.  In
November 2006, we completed an offering in which we raised a total of $275,000.
In April 2007, we raised $435,000.  As of January 31, 2009, we had
cash of  $712.
 During
the year ended January 31, 2008, we received $5,835 from a related party officer
and director.  The amount is due on demand and bears interest of 6%
per annum.
 
 During
the year ended January 31, 2008, we repaid $105,326 of the note payable to the
related party officer and director.
 
 During
the year ended January 31, 2008, we repaid $134,204 of the note payable to the
related party officer and director.
  During
the year ended January 31, 2009 we borrowed an additional $263,839 and repaid a
total of $277,974 of notes payable to the related party officer and
director.
  As of
January 31, 2009 and 2008 the related party officer and director is owed a total
of $57,452 and $71,587, respectively  and accrued interest of
$8,086 and $1,610, respectively. We recorded interest expense during the year
ended January 31, 2009 and 2008 of $7,557 and $516
respectively.
  On July
11, 2007, we entered into a twelve month unsecured note payable for
$200,000.  The note accrued interest at a rate of 18%, with principle
and interest due and payable on July 10, 2008. Accrued interest at January 31,
2008 was $20,148. On March 18, 2008 we converted the principle and accrued
interest of $24,784 into 74,928 common shares of our common stock at a
conversion price of $3.00.
  On August
28, 2007, we entered into a twelve month unsecured note payable for
$85,419.  The note accrues interest at a rate of 18%, with
principle and interest due and payable on August 30, 2008. Accrued interest at
January 31, 2009 and 2008 was $21,863 and $6,445, respectively.  A new
note was entered into on August 31, 2008 with a new due date of August 30, 2009.
All other terms remained the same.
  On
October 10, 2007, we entered into a twelve month unsecured note payable for
$59,177.  The note accrues interest at a rate of 18%, with
principle and interest due and payable on October 9, 2008. Accrued interest at
January 31, 2009 and 2008 was $13.979 and $3,298, respectively. A new note was
entered into on October 9, 2008 with a new due date of October 9,
2009.
  On
October 12, 2007, we entered into a twelve month unsecured note payable for
$33,767.  The note accrued interest at a rate of 18%, with
principle and interest due and payable on October 11, 2008. Accrued interest at
January 31, 2009 and 2008 was $7,943 and $1,848. A new note was entered into on
October 11, 2008 with a new due date of October 11, 2009.
  On
November 12, 2007, we entered into a twelve month unsecured note payable for
$9,040.  The note accrued interest at a rate of 18%, with principle
and interest due and payable on November 11, 2008. Accrued interest at
January 31, 2008 was $357. On March 18, 2008 we converted the principle and
accrued interest of $566 into 3,202 common shares of our common stock at a
conversion price of $3.00.
  On
November 15, 2007, we entered into a twelve month unsecured note payable for
$78,456.  The note accrued interest at a rate of 18%, with principle
and interest due and payable on November 16, 2008. Accrued interest at
January 31, 2008 was $2,979. On March 18, 2008 we converted the principle
and accrued interest of $4,798 into 27,751 common shares of our common
stock at a conversion price of $3.00.
  On
November 26, 2007, we entered into a twelve month unsecured note payable for
$64,391. The note accrued interest at a rate of 18%, with principle and interest
due and payable on November 27, 2008. Accrued interest at January 31, 2008 was
$2,096. On March 18, 2008 we converted the principle and accrued interest of
$3,588 into 22,660 common shares of our common stock at a conversion price of
$3.00.
  On
December 28, 2007, we entered into a twelve month unsecured note payable for
$127,627. The note accrued interest at a rate of 18%, with principle and
interest due and payable on December 29, 2008. Accrued interest at January
31, 2008 was $2,140 On March 18, 2008 we converted the principle and accrued
interest of $5,098 into 44,242 common shares of our common stock at a
conversion price of $3.00.
   -4-
  On
January 31, 2008, we entered into a twelve month unsecured note payable for
$36,284. The note accrued interest at a rate of 18%, with principle and
interest due and payable on January 31, 2009. Accrued interest at January
31, 2008 was $0. On March 18, 2008 we converted the principle and accrued
interest of $841  into 12,375 common shares of our common stock at a
conversion price of $3.00.
 
 On
February 29, 2008 we entered into a twelve month unsecured note payable for
$9,457. The note accrued interest at a rate of 18%, with principle and
interest due and payable on February 28, 2009. On March 18, 2008 we converted
the principle and accrued interest of $84 into 3,180 common shares of our
common stock at a conversion price of $3.00.
  On March
3, 2008 we entered into a twelve month unsecured note payable for
$9,609. The note accrued interest at a rate of 18%, with principle and
interest due and payable on March 2, 2009. On March 18, 2008 we converted the
principle and accrued interest of $72 into 3,227 common shares of our common
stock at a conversion price of $3.00.
  On March
13, 2008 we entered into a twelve month unsecured note payable for
$19,472. The note accrues interest at a rate of 18%, with principle and
interest due and payable on March 12, 2009. On March 18, 2008 we converted
$7,708 of principle and accrued interest of $48 into 2,585 common shares of
our common stock at a conversion price of $3.00.  Accrued interest at
January 31, 2009 was $1,880.  On March 13, 2009 this note was
extended to March 31, 2010.
  On April
28, 2008 we entered into a twelve month unsecured note payable for
$28,371. The note accrues interest at a rate of 18%, with principle and
interest due and payable on April 27, 2009. Accrued interest at January 31, 2009
was $3,890. On April 28, 2009, this note was extended to April 28,
2010.
 
 On May
22, 2008 we entered into a twelve month unsecured note payable for
$4,814. The note accrues interest at a rate of 18% per annum and is payable
May21, 2009. Accrued interest at January 31, 2009 was $603.
 
 On June
3, 2008 we entered into a twelve month unsecured note payable for $14,229.The
note accrues interest at a rate of 18% per annum and is payable June 2, 2009.
Accrued interest at January 31, 2009 was $1,698.
  We do not
believe we can satisfy our cash requirements for the next twelve months
from revenue and through funds raised in our private placements. We plan to
raise additional capital to be used for operating capital. We intend
to raise these funds through additional private placements. We have not
identified any sources of capital, lines of credit or loans at this time.
Completion of our plan of operation is subject to attaining adequate revenue and
through funds raised from private placements. We cannot assure investors that
adequate revenues will be generated. In the event we are not successful in
reaching our initial revenue targets, Management believes that it will raise the
funds required and we would then be able to proceed with our business plan for
the development and marketing of our products and services along with the
commencement of our business activities in 2009.
 
 In the
absence of our projected revenues and the absence of additional capital we may
be unable to proceed with our plan of operations. We anticipate that depending
on market conditions and our plan of operations, we would incur operating losses
in the foreseeable future. We base this expectation, in part, on the fact that
we may not be able to generate enough gross profit from our operations to
cover our operating expenses. Consequently, there is substantial doubt about our
ability to continue to operate as a going concern.
  As
reflected in the accompanying financial statements, we are in the development
stage, have a working capital deficiency of $1,798,373, a stockholders
deficiency of $1,838,508 and have a negative cash flow from operations of
$1,543,656 from inception. This raises substantial doubt about its ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
 We have
completed our efforts to become a public company and by doing so we have
incurred and will continue to incur additional significant expenses for legal,
accounting and related services.  As a public entity, subject to the
reporting requirements of the Securities Exchange Act of 1934, there are
be ongoing expenses associated with the ongoing professional fees for
accounting, legal and a host of other expenses for annual reports and proxy
statements as well as costs for (i) increased marketing and advertising to
support any growth in sales for us; (ii) potential to hire additional personnel
to manage and expand our operations. Moving forward, and dependent upon the
execution of our business plan, we anticipate that our monthly expenses will
increase to $100,000 per month during the next twelve months.
  -5-
  Results of
Operation
  We did
not have any operating income from inception through January 31, 2009. For the
year ended January 31, 2009, we recognized a net loss of $1,282,167 and for the
period from inception through January 31, 2009, we recognized a net loss of
$3,430,680.  Expenses for the period were comprised of costs of
professional fees of $66,914, consulting fees of $55,000, compensation expense
of $90,000, severance expense of $1,005,587 and general and administrative
expenses of $88,935.
 For the
year ended January 31, 2008, we recognized a net loss of
$2,108,895.  Expenses for the period were comprised of costs of
professional fees of $240,244, consulting fees of $151,510, compensation of
$281,031, marketing expenses of $156,562, severance expense of $466,730 and
general and administrative expenses of $772,685.
 Committments
 
 On August
13, 2008, we entered into an Intellectual Property Rights Sales Agreement (the
“Eiwa Agreement”) with Eiwa Kokudo Kankyo, Inc. (“Eiwa”).  Pursuant to
the Eiwa Agreement, we agreed to pay approximately $5,454,545 (equal to 600
Million YEN) to Eiwa for the Intellectual Property of the Aqua-make
system.  In addition, we are entitled to sell the rights of this
Intellectual Property to the third party upon signing the
agreement.  Pursuant to the agreement the Company entered into an
agreement with EIWA to pay the purchase price in the following
manner:
  1.
              August
      29, 2008, 50 Million Japanese Yen (Approximately
  $454,545)2.
              September
      12, 2008, 50 Million Japanese Yen (Approximately
  $454,545)
 3.
              September
      30, 2008, 200 Million Japanese Yen (Approximately
    $1,818,182)4.
              January
      31, 2009, 300 Million Japanese Yen (Approximately
    $2,727,273)
  On
November 27, 2008 we notified Eiwa that we were canceling the agreement and we
have not made any payments and are in default under the payment terms of the
agreement.
 
 Thereafter,
on August 15, 2008, we entered into an Intellectual Property Rights Sales
Agreement with Global Investment Service, Inc. (“GIS”) to sell the Intellectual
Property of the Aqua-make system to GIS for $14,545,455 (equal to 1.6 Billion
YEN).  Pursuant to the GIS Agreement, we have the right of first
refusal to buy  Intellectual Property back from GIS in the event that
GIS agrees to sell the intellectual property within three years from August 15,
2008 by issuing 3.2 million shares of our common stock.  We also need
to agree to purchase the Intellectual Property to exercise the buy back
option. As part of such conditions, we have agreed not to split
our stock for the next three years.  Pursuant to the agreement, GIS
entered into a note with us to pay the purchase price in the following
manner:
 1.
              August
      29, 2008, 200 Million Japanese Yen (Approximately
    $1,818,182)2.
              September
      30, 2008, 400 Million Japanese Yen (Approximately
    $3,636,354)
 3.
              January
      31, 2009, 1 Billion Japanese Yen (Approximately
  $9,090,909)
  Pursuant
to the agreement we are required to pay a fixed royalty amount of 13,340,000
Japanese Yen (Approximately $121,273) monthly to GIS for the license to operate
the business and to use our best efforts to market the product in the United
States. As of September 15, 2008 we not made any royalty
payments.
 
 As of
October 31 2008 the Company has received payments of approximately $84,949 and
Global Investment Services, Inc. is in default under the payment terms of the
agreement.  On November 30, 2008 we received notice of termination of
the agreement from Global Investment Services, Inc. As of January 31, 2009
we have recorded a gain in liquidated damages of $84,949.
 
 SUBSEQUENT
EVENTS
 
 On
April 30, 2009 we company entered into a twelve month unsecured note payable for
5,000,000 JPY (approximately $52,000).  The note will accrue interest
at a rate of 20% per annum and is payable April 30, 2010.
 
 As of
April 30, 2009 the related party officer and director has entered into
additional notes payable totaling $15,000.  The terms of these notes
are consistent with previously issued notes.
    -6-
  Critical Accounting
Policies
  The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported.
These estimates can also affect supplemental information contained in our
external disclosures including information regarding contingencies, risk and
financial condition. We believe our use if estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.
 Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
  Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements–an amendment of ARB No.
51 ”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of income, changes in a parent’s ownership interest while
the parent retains its controlling financial interest in its subsidiary be
accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners.
  SFAS
No. 160 affects those entities that have an outstanding noncontrolling interest
in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133” (SFAS 161). This statement is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an
entity’s derivative instruments and hedging activities and their effects on the
entity’s financial position, financial performance, and cash
flows.  SFAS 161 applies to all derivative instruments within the
scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to SFAS 161 must
provide more robust qualitative disclosures and expanded quantitative
disclosures.  SFAS 161 is effective prospectively for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but
that are not subject to due process. The Board believes the GAAP hierarchy
should be directed to entities because it is the entity (not its auditors) that
is responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days
following the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating
Consistency of Financial Statements (AS/6). The adoption of FASB 162 is not
expected to have a material impact on the Company’s financial
position.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 is not
expected to have a material impact on the Company’s financial
position.
 
 Off-Balance Sheet
Arrangements
  We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  ITEM 7A.      QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not
applicable because we are a smaller reporting company.
 
 
 -7-
 
  ITEM 8.         FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors of:
 Aspire
Japan, Inc.
 
 We have
audited the accompanying balance sheets of Aspire Japan, Inc. “the Company” (a
development stage company) as of January 31, 2009 and 2008, and the related
statements of operations, changes in stockholders’ deficit and cash flows for
the two years then ended and the period February 2, 2005 (inception) to January
31, 2009. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Aspire Japan, Inc. (a development
stage company) as of January 31, 2009 and 2008 and the results of its operations
and its cash flows for the two years then ended and the period February 2, 2005
(inception) to January 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has a net loss from inception of $3,430,680, a working
capital deficiency of $1,798,373, a stock holder's deficiency of $1,838,508 and
used cash in operations of $1,543,656 from inception. These factors raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans concerning these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 May 18,
2009


-8-




Aspire
      Japan, Inc.(A
      Development Stage Company)BALANCE
      SHEETSJanuary
      31,2009
                                  
                                  
                                  2008ASSETSCURRENT ASSETSCash
                                  
                                  $
                                  712
                                  
                                  
                                  $
                                  27,884Prepaid
      expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,726TOTAL
      CURRENT ASSETS
                                  
                                  
                                  712
                                  
                                  
                                  
                                  30,610PROPERTY AND EQUIPMENT, NET
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,986OTHER ASSETSDeposits
                                  
                                  
                                  -
                                  
                                  
                                  
                                  8,137TOTAL
      ASSETS
                                  
                                  $
                                  712
                                  
                                  
                                  $
                                  42,733LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable and accrued expenses
                                  
                                  
                                  41,973
                                  
                                  
                                  $
                                  18,186Accrued
      interest
                                  
                                  
                                  51,854
                                  
                                  
                                  
                                  39,311Accrued
      interest - related party
                                  
                                  
                                  8,086
                                  
                                  
                                  
                                  1,610Accrued
      severance
                                  
                                  
                                  1,442,317
                                  
                                  
                                  
                                  446,730Note
      payable
                                  
                                  
                                  197,403
                                  
                                  
                                  
                                  694,161Loan
      payable -related party
                                  
                                  
                                  57,452
                                  
                                  
                                  
                                  71,587TOTAL
      CURRENT LIABILITIES
                                  
                                  
                                  1,799,085
                                  
                                  
                                  
                                  1,271,585LONG TERM LIABILITIESNote
      payable
                                  
                                  
                                  40,135
                                  
                                  
                                  
                                  -TOTAL
      LIABILITIES
                                  
                                  
                                  1,839,220
                                  
                                  
                                  
                                  1,271,585STOCKHOLDERS' DEFICITPreferred Stock
      - Par value $.001;Authorized:
      50,000,000Issued
      and Outstanding: none
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding:7,854,150 and  7,660,000,
      respectively
                                  
                                  
                                  7,854
                                  
                                  
                                  
                                  7,660Additional
      Paid-In Capital
                                  
                                  
                                  1,589,396
                                  
                                  
                                  
                                  917,140Other
      Comprehensive Income (Loss)
                                  
                                  
                                  (5,078
                                  )
                                  
                                  
                                  (5,139
                                  )Accumulated
      Deficit during development stage
                                  
                                  
                                  (3,430,680
                                  )
                                  
                                  
                                  (2,148,513
                                  )Total
      Stockholders' Deficit
                                  
                                  
                                  (1,838,508
                                  )
                                  
                                  
                                  (1,228,852
                                  )TOTAL
      LIABILITIES AND DEFICIT
                                  
                                  $
                                  712
                                  
                                  
                                  $
                                  42,733










The
accompanying notes are an integral part of these financial
statements.
 -9-






Aspire
      Japan, Inc.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE LOSSFor
      the periodFebruary
      2, 2005For
      the Year Ended January 31,
                      
                      
                      (inception)
      to2009
                      
                      
                      2008
                      
                      
                      January
      31, 2009Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Operating
      ExpensesProfessional
      Fees
                      
                      
                      66,914
                      
                      
                      
                      240,244
                      
                      
                      
                      331,051Marketing
      Expenses
                      
                      
                      -
                      
                      
                      
                      156,562
                      
                      
                      
                      156,562Licesense
      Fee
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Consulting
      Fees
                      
                      
                      55,000
                      
                      
                      
                      151,510
                      
                      
                      
                      206,510Compensation
      Expense
                      
                      
                      90,000
                      
                      
                      
                      281,031
                      
                      
                      
                      371,031Severance
      Expense
                      
                      
                      1,005,587
                      
                      
                      
                      466,730
                      
                      
                      
                      1,472,317General
      and administrative
                      
                      
                      88,935
                      
                      
                      
                      772,685
                      
                      
                      
                      877,345Total
      Operating Expenses
                      
                      
                      1,306,436
                      
                      
                      
                      2,068,762
                      
                      
                      
                      3,414,816Loss
      from Operations
                      
                      
                      (1,306,436
                      )
                      
                      
                      (2,068,762
                      )
                      
                      
                      (3,414,816
                      )Interest
      Income
                      
                      
                      12
                      
                      
                      
                      2,618
                      
                      
                      
                      2,630Foreign
      Currency Transaction Loss
                      
                      
                      (713
                      )
                      
                      
                      (1,830
                      )
                      
                      
                      (2,543
                      )Gain
      on liquidated damages
                      
                      
                      84,949
                      
                      
                      
                      -
                      
                      
                      
                      84,949Interest
      Expense
                      
                      
                      (59,979
                      )
                      
                      
                      (40,921
                      )
                      
                      
                      (100,900
                      )Total
      Other Income/Expense
                      
                      
                      24,269
                      
                      
                      
                      (40,133
                      )
                      
                      
                      (15,864
                      )Provision
      for Income Taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      Loss
                      
                      
                      (1,282,167
                      )
                      
                      
                      (2,108,895
                      )
                      
                      
                      (3,430,680
                      )Other
      Comprehensive Income / (Loss)Other
      Comprehensive Income
                      
                      
                      61
                      
                      
                      
                      
                      
                      
                      
                      61Foreign
      Currency Translation Loss
                      
                      
                      -
                      
                      
                      
                      (5,139
                      )
                      
                      
                      (5,139
                      )Comprehensive
      Loss
                      
                      $
                      (1,282,106
                      )
                      
                      $
                      (2,114,034
                      )
                      
                      $
                      (3,435,758
                      )Net
      Loss Per Share  - basic and diluted
                      
                      $
                      (0.16
                      )
                      
                      $
                      (0.28
                      )Weighted
      average number of shares outstanding
                      
                      
                      7,829,682
                      
                      
                      
                      7,532,349during
      the period - basic and diluted












The
accompanying notes are an integral part of these financial
statements.
 -10-




Aspire
      Japan, Inc.(A
      Development Stage Company)STATEMENT
      OF STOCKHOLDERS' EQUITY (DEFICIT)From
      inception (February 2, 2005) through January 31, 2009AccumulatedDeficitAdditional
                            
                            
                            During
                            
                            
                            OtherPreferred
      Stock
                            
                            
                            Common
      Stock
                            
                            
                            Paid
      In
                            
                            
                            Development
                            
                            
                            Comprehensive
                            
                            
                            TotalShares
                            
                            
                            Par
                            
                            
                            Shares
                            
                            
                            Par
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            Income
      (Loss)
                            
                            
                            EquityStock
      Issued in exchangeof
      incorporation expensesFebruary
      2, 2005
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            100,000
                            
                            
                            $
                            100
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            100Net
      Loss for the periodFebruary
      2, 2005 (inception)to
      January 31, 2006
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (2,225
                            )
                            
                            
                            -
                            
                            
                            
                            (2,225
                            )Balance,
      January 31, 2006
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            100,000
                            
                            
                            
                            100
                            
                            
                            
                            -
                            
                            
                            
                            (2,225
                            )
                            
                            
                            -
                            
                            
                            
                            (2,125
                            )Stock
      Issued for cash onSeptember
      15, 2006 at $0.001per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,700,000
                            
                            
                            
                            6,700
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,700Stock
      Issued for cash onNovember
      6, 2006 at $1.00
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            275,000
                            
                            
                            
                            275
                            
                            
                            
                            274,725
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            275,000per
      share from private placementIn
      Kind contribution
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,000Net
      Loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (37,393
                            )
                            
                            
                            -
                            
                            
                            
                            (37,393
                            )Balance,
      January 31, 2007
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,075,000
                            
                            
                            
                            7,075
                            
                            
                            
                            281,725
                            
                            
                            
                            (39,618
                            )
                            
                            
                            -
                            
                            
                            
                            249,182Stock
      Issued for cash onApril
      16, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            20,000
                            
                            
                            
                            20
                            
                            
                            
                            19,980
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            20,000Stock
      Issued for cash onApril
      18, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            10,000
                            
                            
                            
                            10
                            
                            
                            
                            9,990
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            10,000Stock
      Issued for cash onApril
      19, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            15,000
                            
                            
                            
                            15
                            
                            
                            
                            14,985
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            15,000Stock
      Issued for cash onApril
      20, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            30,000
                            
                            
                            
                            30
                            
                            
                            
                            29,970
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            30,000Stock
      Issued for cash onApril
      25, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            260,000
                            
                            
                            
                            260
                            
                            
                            
                            259,740
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            260,000Stock
      Issued for cash onApril
      26, 2007 at $1.00per
      share from private placement
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            100,000
                            
                            
                            
                            100
                            
                            
                            
                            99,900
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            100,000Stock
      Issued for services inApril
      2007 at $1.00
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            100,000
                            
                            
                            
                            100
                            
                            
                            
                            99,900
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            100,000Stock
      Issued in exchangefor
      legal expensesJune
      30, 2007 at $1.00
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            50,000
                            
                            
                            
                            50
                            
                            
                            
                            49,950
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50,000In
      Kind contribution
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            51,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            51,000Net
      Loss for the year
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,108,895
                            )
                            
                            
                            -
                            
                            
                            
                            (2,108,895
                            )ended
      January 31, 2008Other
      Comprehensive Income
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (5,139
                            )
                            
                            
                            (5,139
                            )Total
      Comprehensive Loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (2,114,034
                            )Balance,
      January 31, 2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,660,000
                            
                            
                            
                            7,660
                            
                            
                            
                            917,140
                            
                            
                            
                            (2,148,513
                            )
                            
                            
                            (5,139
                            )
                            
                            
                            (1,228,852
                            )In
      Kind contribution
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            90,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            90,000Converison
      on notes payableand
      accrued interest tocommon
      stock at $3.00 per share
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            194,150
                            
                            
                            
                            194
                            
                            
                            
                            582,256
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            582,450Net
      Loss for the yearended
      January 31, 2009
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            (1,282,167
                            )
                            
                            
                            
                            
                            
                            
                            (1,282,167
                            )Other
      Comprehensive Income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            61
                            
                            
                            
                            61Total
      Comprehensive Loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (1,282,106
                            )Balance
      January 31, 2009
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            7,854,150
                            
                            
                            $
                            7,854
                            
                            
                            $
                            1,589,396
                            
                            
                            $
                            (3,430,680
                            )
                            
                            $
                            (5,078
                            )
                            
                            $
                            (1,838,508
                            )




The
accompanying notes are an integral part of these financial
statements.
 -11-


Aspire
      Japan, Inc. (f/k/a Dream Media, Inc.)(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFor
      the periodFebruary
      2, 2005For
      The Year Ended January 31,
                              
                              
                              (inception)
      to2009
                              
                              
                              2008
                              
                              
                              January
      31, 2009Cash
      Flows From Operating Activities:Net
      Loss
                              $
                              (1,282,167
                              )
                              $
                              (2,108,895
                              )
                              $
                              (3,430,680
                              )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                              
                              90,000
                              
                              
                              51,000
                              
                              
                              148,000Stock
      issued for incorporation expense
                              
                              -
                              
                              
                              -
                              
                              
                              100Stock
      issued for services
                              
                              -
                              
                              
                              150,000
                              
                              
                              150,000Impairment
      of property and equipment
                              
                              2,388
                              
                              
                              -
                              
                              
                              2,388Depreciation
                              
                              1,598
                              
                              
                              831
                              
                              
                              2,429Changes
      in operating assets and liabilities:(Increase)/Decrease
      in Deposits
                              
                              8,137
                              
                              
                              (8,137
                              )
                              
                              -(Increase)/Decrease
      in Prepaid Expenses
                              
                              2,726
                              
                              
                              25,221
                              
                              
                              -Increase/
      (Decrease) in  Accounts Payable and  Accrued
      Expenses
                              
                              23,787
                              
                              
                              13,601
                              
                              
                              41,973Increase/
      (Decrease) in  Accrued Interest
                              
                              58,896
                              
                              
                              40,921
                              
                              
                              99,817Increase
      in  Accrued Severance
                              
                              995,587
                              
                              
                              446,730
                              
                              
                              1,442,317Net
      Cash Used In Operating Activities
                              
                              (99,048
                              )
                              
                              (1,388,728
                              )
                              
                              (1,543,656
                              )Cash
      Flows From Investing Activities:Cash
      paid for Property, Plant, &  Equipment
                              
                              -
                              
                              
                              (4,817
                              )
                              
                              (4,817
                              )Net
      Cash Used In Investing Activities
                              
                              -
                              
                              
                              (4,817
                              )
                              
                              (4,817
                              )Cash
      Flows From Financing Activities:Proceeds
      from Note Payable
                              
                              85,950
                              
                              
                              209,437
                              
                              
                              780,111Repayment
      of Note Payable - related party
                              
                              (277,974
                              )
                              
                              (239,530
                              )
                              
                              (517,504
                              )Proceeds
      from Note Payable - related party
                              
                              263,839
                              
                              
                              694,161
                              
                              
                              574,956Proceeds
      from Common Stock issuance
                              
                              -
                              
                              
                              435,000
                              
                              
                              716,700Net
      Cash Provided by Financing Activities
                              
                              71,815
                              
                              
                              1,099,068
                              
                              
                              1,554,263Net
      In(de)crease in Cash
                              
                              (27,233
                              )
                              
                              (294,477
                              )
                              
                              5,790Effect
      of Exchange Rate on Cash
                              
                              61
                              
                              
                              (5,139
                              )
                              
                              (5,078
                              )Cash
      at Beginning of Period
                              
                              27,884
                              
                              
                              327,500
                              
                              
                              -Cash
      at End of Period
                              $
                              712
                              
                              $
                              27,884
                              
                              $
                              712Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                              $
                              -
                              
                              $
                              516
                              
                              $
                              516Cash
      paid for taxes
                              $
                              -
                              
                              $
                              -
                              
                              $
                              -
  In March
2008 the Company converted a total of $542,573 of notes payable and accrued
interest of $39,877 into 194,150 shares of common stock.
 ($3.00
per share)


The
accompanying notes are an integral part of these financial
statements.
 -12-


Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of January 31, 2009
 
 
 NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 ASPIRE
JAPAN, INC. (f/k/a Dream Media,, Inc.) (the Company) was incorporated on
February 2, 2005 in the State of Delaware. In September 2006, the Company became
actively engaged in raising capital in order to implement its business plan to
deliver products from American sources directly to the Japanese consumer. The
Company has not had any significant operations or activities from inception;
accordingly, the Company is deemed to be in the development stage.
  Use of
Estimates:
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual results
could differ from those results.
  Revenue
Recognition
  The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
 
 Cash and
Cash Equivalents, and Credit Risk:
 
 For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
 
 The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $250,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At January 31, 2009 the Company had $0 in cash that was uninsured.
  In addition, at January 31, 2009, the Company had total cash of $138
in a Japanese bank which is uninsured.
 
 Property
and Equipment
  Property
and equipment are stated at cost, less accumulated depreciation. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is
provided using the straight-line method over the estimated useful life of five
years.
  Advertising
Costs
 
 Advertising
costs are expensed as incurred. Total advertising costs charged
to operations for the years ended January 31, 2009  and 2008 and
the period February 2, 2005 (Inception) to January 31, 2009  amounted
to $0, $156,562 and $156,562 respectively.
  Going
Concern
 
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has a net loss of
$3,430,680 from inception, a working capital deficiency of $1,798,373 a
stockholders deficiency of $1,838,508 and used cash in operations of $1,543,656
from inception. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management continues to actively seek
additional sources of capital to fund current and future operations. There is no
assurance that the Company will be successful in continuing to raise additional
capital and establish probable or proven reserves. These financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
 -13-
  Income
Taxes:
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. As of
January 31, 2009 the Company has a net operating loss carry forward of
approximately $2,271,000 available to offset future taxable income through 2029.
The valuation allowance at January 31, 2008 was $708,883. The net change in
the valuation allowance for the year ended January 31, 2009 was an increase
of $63,274.
 
 Stock
Compensation
 
 The
Company adopted SFAS No. 123R,Share-Based
Payment(“SFAS 123R”), which requires all stock-based payments to
employees, including grants of employee stock options, to be recognized in the
financial statements  based on their fair values.   The
Company accounts for stock-based compensation arrangements with nonemployees in
accordance with the Emerging Issues Task Force Abstract No. 96-18,Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling Goods or Services.    The
Company records the expense of such services to employees and non employees
based on the estimated fair value of the equity instrument using the
Black-Scholes pricing model.
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s financial instruments including accounts
payable and loans and notes payable approximate fair value due to the relatively
short period to maturity for this instrument.
  Foreign
Currency Translation
  The
functional currency of the Company is the United States Dollar.  The
financial statements of the Company are translated to United States dollars
using year-end exchange rates as to assets and liabilities and average exchange
rates as to revenues and expenses.  Capital accounts are translated at
their historical exchange rates when the capital transaction
occurred.  Net gains and losses resulting from foreign exchange
translations are included in the statements of operations and stockholders’
equity as other comprehensive income (loss).
  Earnings
Per Share:
  Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of January 31, 2009 and 2008 there were no common
share equivalents outstanding.
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51    ”.  This statement improves the
relevance, comparability, and transparency of the financial information that a
reporting entity provides in its consolidated financial statements by
establishing accounting and reporting standards that require; the ownership
interests in subsidiaries held by parties other than the parent and the amount
of consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners.
  SFAS No.
160 affects those entities that have an outstanding noncontrolling interest in
one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”(SFAS161). This statement is intended to improve transparency
in financial reporting by requiring enhanced disclosures of an entity’s
derivative instruments and hedging activities and their effects on the entity’s
financial position, financial performance, and cash flows.SFAS161 applies to all derivative instruments within the
scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject toSFAS161 must provide
more robust qualitative disclosures and expanded quantitative disclosures.SFAS   161 is effective
prospectively for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
   -14-
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 NOTE
2 - PROPERTY AND EQUIPMENT
  Property
and equipment were as follows:
  January
      31,  2009
                
                
                January
      31, 2008Computer
                
                $
                4,817
                
                
                $
                4,817Less
      accumulated depreciation
                
                
                (2,429
                )
                
                
                (831
                )Impairment
                
                
                (2,338
                )$
                -
                
                
                $
                3,986
  During
the years ended January 31, 2009 and 2008, and the period February 2, 2005
(Inception) to January 31, 2009 the Company recorded depreciation expense of
$1,598, $831 and $2,429 respectively. As of January 31, 2009 the Company deemed
all computers impaired and recorded an impairment expense of
$2,338.
  NOTE
3 – ACCRUED SEVERANCE
 
 In
January 2008 the Company entered into a separation agreement with its former
President and Chief Executive Officer. The Company agreed to pay him a total of
$230,000. The payment terms are as follows $30,000 monthly beginning January 31,
2008 and a final payment of $50,000 payable July 31, 2008.  As
of January 31, 2009 the Company paid a total of $30,000 and is currently in
default of the agreement. In February 2009 the former President and Chief
Executive Officer filed a law suit against the Company and the current President
and Chief Executive Officer claiming total damages of $1,205,587. At this time
the company has not answered such complaint and is currently considering its
options..  During the year ended January 31, 2009 the Company
accrued additional severance expenses of $1,005,587 in accordance with
the default under the settlement agreement. As of January 31 2009 the
former President and Chief Executive officer is owed a total of $1,205,587
 
 In
December 2007 the Company terminated it Executive Vice-President. As
of December 2008 the Company has not entered into  any settlement
agreement with the former Executive Vice-President and has  recorded
accrued severance in the amount of  $236,730 pursuant to the terms of
his employment agreement.
 
 NOTE
4 - RELATED PARTY TRANSACTIONS
 
 During
the year ending January 31, 2007, the Company received $101,680 from a related
party officer and director.  The amount is due in July 2007 and bears
interest of 6% per annum. (See Note 6).
 
 During
the year ended January 31, 2008, the Company received $5,835 from a related
party officer and director.  The amount is due on demand and bears
interest of 6% per annum. (See Note 6).
 
 During
the year ended January 31, 2008, the Company repaid $105,326 of the note payable
to the related party officer and director. (See Note 6).
  During
the year ended January 31, 2007, the Company received a loan of $203,602 from a
related party officer and director.  This amount bears interest at a
rate of 10% per annum and is payable anytime before March 24, 2008. (See Note
6).
 
 -15-
  During
the year ended January 31, 2008, the Company repaid $134,204 of the note payable
to the related party officer and director. (See Note 6).
  During
the year ended January 31, 2009 the Company borrowed an additional $263,839 and
repaid a total of $277,974 of notes payable to the related party officer and
director. (See Note 6).
  As
of  January 31, 2009 and 2008 the related party officer and director
is owed a total of $57,452 and  $71,587, respectively  and
accrued interest of $8,086 and $1,610, respectively. The Company recorded
interest expense during the year ended January 31, 2009 and 2008 of $7,557
and $516 respectively (See Note 6).
  NOTE
5 - Intellectual Property Rights Sales Agreement
 
 On August
13, 2008, the Company entered into an Intellectual Property Rights Sales
Agreement (the “Eiwa Agreement”) with Eiwa Kokudo Kankyo, Inc.
(“Eiwa”).  Pursuant to the Eiwa Agreement, the Company agreed to pay
approximately $5,454,545 (equal to 600 Million YEN) to Eiwa for the Intellectual
Property of the Aqua-make system.  In addition, the Company is
entitled to sell the rights of this Intellectual Property to the third party
upon signing the agreement.  Pursuant to the agreement the
Company entered into an agreement with EIWA to pay the purchase price in
the following manner:
 
 1.
                August
      29, 2008, 50 Million Japanese Yen (Approximately
  $454,545)
 2.
                September
      12, 2008, 50 Million Japanese Yen (Approximately
  $454,545)
 3.
                September
      30, 2008, 200 Million Japanese Yen (Approximately
    $1,818,182)
 4.
                October
      31, 2008, 300 Million Japanese Yen (Approximately
    $2,727,273)
 
 On
November 27, 2008 the Company notified Eiwa that it was canceling the
agreement. The Company has not made any payments and is in default under
the payment terms of the agreement.  If Eiwa doesn’t agree to cancel
the agreement, we might be required to make the payments as per the
agreement.
 On August
15, 2008, the Company entered into an Intellectual Property Rights Sales
Agreement with Global Investment Service, Inc. (“GIS”) to sell the Intellectual
Property of the Aqua-make system to GIS for $14,545,455 (equal to 1.6 Billion
YEN).  Pursuant to the GIS Agreement, the Company has the right of
first refusal to buy the Intellectual Property back from GIS in the event that
GIS agrees to sell the intellectual property within three years from August 15,
2008 by issuing 3.2 million shares of our common stock.  The Company
also needs to agree to purchase the Intellectual Property to exercise the buy
back option. As part of such conditions, the Company has agreed not to
split their stock for the next three years.  Pursuant to the
agreement, GIS entered into a note with the Company to pay the purchase
price in the following manner:
 
 1.
                August
      29, 2008, 200 Million Japanese Yen (Approximately
    $1,818,182)
 2.
                September
      30, 2008, 400 Million Japanese Yen (Approximately
    $3,636,354)
 3.
                October
      31, 2008, 1 Billion Japanese Yen (Approximately
  $9,090,909)
 
 Pursuant
to the agreement the Company is required to pay a fixed royalty amount of
13,340,000 Japanese Yen (Approximately $121,273) monthly to GIS for the license
to operate the business and to use their best efforts to market the product in
the United States. As of September 15, 2008 the Company has not made any
royalty payments.
 
 As of
October 31 2008 the Company has received payments of approximately $84,949 and
Global Investment Services, Inc. is in default under the payment terms of the
agreement.  On November 30, 2008 the Company received notice of
termination of the agreement from Global Investment Services, Inc. As of January
31, 2009 the Company recorded a gain on liquidated damages of
$84,949.
  -16-
 
 
 NOTE
6 – NOTES AND LOANS PAYABLE -RELATED PARTY
  During
the year ending January 31, 2007, the Company received $101,680 from a related
party officer and director.  The amount is due in July 2007 and bears
interest of 6% per annum.
 
 During
the year ended January 31, 2008, the Company received $5,835 from a related
party officer and director.  The amount is due on demand and bears
interest of 6% per annum.
 
 During
the year ended January 31, 2008, the Company repaid $105,326 of the note payable
to the related party officer and director.
 
 During
the year ended January 31, 2007, the Company received a loan of $203,602 from a
related party officer and director.  This amount bears interest at a
rate of 10% per annum and is payable anytime before March 24, 2008.
 
 During
the year ended January 31, 2008, the Company repaid $134,204 of the note payable
to the related party officer and director.
  During
the year ended January 31, 2009 the Company borrowed an additional $263,839 and
repaid a total of $277,974 of notes payable to the related party officer and
director.
  As of
January 31, 2009 and 2008 the related party officer and director is owed a total
of $57,452 and $71,587, respectively  and accrued interest of
$8,086 and $1,610, respectively. The Company recorded interest expense during
the year ended January 31, 2009 and 2008 of $7,557 and $516
respectively.
  NOTE
7 – NOTES PAYABLE
 
 On July
11, 2007, the Company entered into a twelve month unsecured note payable for
$200,000.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on July 10, 2008. Accrued interest at
January 31, 2008 was $20,148. On March 18, 2008 the Company converted the
principle and accrued interest of $24,784 into 74,928 common shares of the
Company’s common stock at a conversion price of $3.00.
  On August
28, 2007, the Company entered into a twelve month unsecured note payable for
$85,419.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on August 30, 2008. Accrued interest at
January 31, 2009 and 2008 was $21,863 and $6,445, respectively.  A new
note was entered into on August 31, 2008 with a new due date of August 30, 2009.
All other terms remained the same.
  On
October 10, 2007, the Company entered into a twelve month unsecured note payable
for $59,177.  The note will accrue interest at a rate of
18%, with principle and interest due and payable on October 9, 2008.
Accrued interest at January 31, 2009 and 2008 was $13.979 and $3,298,
respectively. A new note was entered into on October 9, 2008 with a new due date
of October 9, 2009.
  On
October 12, 2007, the Company entered into a twelve month unsecured note payable
for $33,767.  The note will accrue interest at a rate of
18%, with principle and interest due and payable on October 11, 2008.
Accrued interest at January 31, 2009 and 2008 was $7,943 and $1,848. A new note
was entered into on October 11, 2008 with a new due date of October 11,
2009.
  On
November 12, 2007, the Company entered into a twelve month unsecured note
payable for $9,040.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 11, 2008. Accrued
interest at January 31, 2008 was $357. On March 18, 2008 the Company converted
the principle and accrued interest of $566 into 3,202 common shares of the
Company’s common stock at a conversion price of $3.00.
  On
November 15, 2007, the Company entered into a twelve month unsecured note
payable for $78,456.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 16, 2008. Accrued
interest at January 31, 2008 was $2,979. On March 18, 2008 the Company
converted the principle and accrued interest of $4,798 into 27,751 common
shares of the Company’s common stock at a conversion price of
$3.00.
  On
November 26, 2007, the Company entered into a twelve month unsecured note
payable for $64,391.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on November 27, 2008. Accrued
interest at January 31, 2008 was $2,096. On March 18, 2008 the Company converted
the principle and accrued interest of $3,588 into 22,660 common shares of
the Company’s common stock at a conversion price of $3.00.
  On
December 28, 2007, the Company entered into a twelve month unsecured note
payable for $127,627.  The note will accrue interest at a rate of 18%,
with principle and interest due and payable on December 29, 2008. Accrued
interest at January 31, 2008 was $2,140 On March 18, 2008 the Company converted
the principle and accrued interest of $5,098 into 44,242 common shares of
the Company’s common stock at a conversion price of $3.00.
   -17-
  On
January 31, 2008, the Company entered into a twelve month unsecured note payable
for $36,284.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on January 31, 2009. Accrued
interest at January 31, 2008 was $0. On March 18, 2008 the Company converted the
principle and accrued interest of $841  into 12,375 common shares of
the Company’s common stock at a conversion price of $3.00.
 
 On
February 29, 2008 the Company entered into a twelve month unsecured note payable
for $9,457.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on February 28, 2009. On March 18, 2008
the Company converted the principle and accrued interest of $84 into 3,180
common shares of the Company’s common stock at a conversion price of
$3.00.
  On March
3, 2008 the Company entered into a twelve month unsecured note payable for
$9,609.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 2, 2009. On March 18, 2008 the
Company converted the principle and accrued interest of $72 into 3,227 common
shares of the Company’s common stock at a conversion price of
$3.00.
  On March
13, 2008 the Company entered into a twelve month unsecured note payable for
$19,472.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on March 12, 2009. On March 18, 2008 the
Company converted $7,708 of principle and accrued interest of $48 into
2,585 common shares of the Company’s common stock at a conversion price of
$3.00.  Accrued interest at January 31, 2009 was $1,880.  On
March 13, 2009 this  note was extended to March 31, 2010.
  On April
28, 2008 the Company entered into a twelve month unsecured note payable for
$28,371.  The note will accrue interest at a rate of 18%, with
principle and interest due and payable on April 27, 2009. Accrued interest at
January 31, 2009 was $3,890. On April 28, 2009, this  note was
extended to April 28, 2010.
 
 On May
22, 2008 the company entered into a twelve month unsecured note payable for
$4,814.  The note will accrue interest at a rate of 18% per annum and
is payable May21, 2009. Accrued interest at January 31, 2009 was
$603.
 
 On June
3, 2008 the company entered into a twelve month unsecured note payable for
$14,229.  The note will accrue interest at a rate of 18% per annum and
is payable June 2, 2009. Accrued interest at January 31, 2009 was
$1,698.
 
 NOTE 8
-- SHAREHOLDERS' EQUITY
 
 Common
and Preferred Stock:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 During
2005, the Company issued 100,000 shares for the amount of $100 ($0.001 per
share) in exchange of the incorporation expenses for the Company.
  During
September 2006, the Company issued 6,700,000 shares of common stock at ($0.001
per share) in a private placement offering exempt from registration with the
U.S. Securities Act of 1933 for a total value of $6,700.
 
 During
November 2006, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 275,000 shares of common stock for a value of $275,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 435,000 shares of common stock for a value of $435,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company issued 100,000 shares of common stock valued at a recent
cash offering price of $100,000 or $1.00 per share to a consultant for providing
strategic planning services.  The Company is amortized the value of
the shares over the contract period of six months.
 
 During
June 2007, the Company issued 50,000 shares of common stock for legal
services.  The shares were valued at $50,000 or $1.00 per share
based on a recent cash offering price.
 
 On March
18, 2008 a note holder converted a total of $542,572 of notes payable and
accrued interest of $39,878 into 194,150 shares of common stock ($3.00 per
share).
   -18-
   In-Kind
Contribution of Compensation
 
 During
the year ended January 31, 2007, the Company recorded $7,000 as in-kind
contribution of salary for services provided by its president.
 
 During
the year ended January 31, 2008, the Company recorded $51,000 as in-kind
contribution of salary for services provided by its President.
 
 During
the year ended January 31, 2009, the Company recorded  $90,000 as
in-kind contribution of salary for services provided by its
President.
  NOTE 9
- SUBSEQUENT EVENTS
  On April
30, 2009 the company entered into a twelve month unsecured note payable for
5,000,000 JPY (approximately $52,000).  The note will accrue interest
at a rate of 20% per annum and is payable April 30, 2010.
 
 As of
April 30, 2009 the related party officer and director has entered into
additional notes payable totaling $15,000.  The terms of these notes
are consistent with previously issued notes.
      -19-




ITEM 9.         CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  Our
accountant is Webb & Company, P.A. Independent Registered Public
Accounting Firm. We do not presently intend to change accountants. At no time
have there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
  ITEM 9A(T). CONTROLS AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of January 31, 2009.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of January 31, 2009, the Company’s
internal control over financial reporting was not effective for the purposes for
which it is intended based on the following material weaknesses:
  -        We
do not have a system in place to ensure all of our consulting agreements are
timely reconciled to the financial statements.
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 We made
the following changes in our system of internal control over financial reporting
occurred during the period covered by this report, fourth quarter of the fiscal
year ended January 31, 2009 that  materially affectedour internal
control over financial reporting.
  We
developed a plan to ensure that all information was recorded, processed,
summarized and reported accurately and we will continue to educate our
management personnel to comply with the disclosure requirements and financial
reporting controls necessary and we will increase management oversight of
accounting and reporting functions in the future.
  -20-
   PART
III
  ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
 
 Our sole
executive officer and director as of May 18, 2009 is as follows:
  NAME
                AGE
                POSITIONKen
      Osako
                37
                President,
      Chief Executive Officer,
                  Chief
      Financial Officer
  The
following summarizes the occupation and business experience during the past five
years for our sole officer and directors.
 
 KEN OSAKO is our President,
Chief Executive Officer and Chief Financial Officer as well as Chairman of our
Board of Directors. Mr. Osako is 36 years old. From 2004 to the 2007
Mr. Osako has served as CEO of Strategic Capital Consultants, Inc. From
2000 to 2003 Mr. Osako served as President of High Speed Cash, Inc.
Mr. Osako served as CFO for Wheels America Advertising, Inc. from 1998 to
2000. From 1996 to 1997 he served as President of Conversion Specialist. From
1995 to 1996 he served as CFO of Morrison Distributors, Inc. Mr. Osako
graduated from Oglethorpe University in Atlanta, GA with a Bachelors of Science
degree.
 
 Term of
Office
 
 Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board. For the fiscal year ended January 31, 2009,
we did not compensate our sole director for his services.
 
 Our
officer and director has not filed any bankruptcy petition, been convicted of or
been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
 
 Family
relationships
  None.
 
 Current
Issues and Future Management Expectations
 
 No board
audit committee has been formed as of the filing of this Annual
Report.
  Compliance
With Section 16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended January 31,
2009.
 
 Code
of Ethics
  The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics was previously filed with the
10KSB on March 26, 2008 as an exhibit.
 
 ITEM 11.       EXECUTIVE
COMPENSATION
  The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended January
31, 2009, and 2008 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
    -21-
   SUMMARY
COMPENSATION TABLE
  Name
      and principal position
                Year
                
                Salary
                  ($)
                
                Bonus
                  ($)
                Stock
                    Awards
                  ($)
                
                Option
                    Awards
                  ($)
                
                Non-Equity
      Incentive Plan Compensation
                  ($)
                
                Nonqualified
      Deferred Compensation Earnings
                    ($)
                
                All
      Other Compensation
                  ($)
                
                Total
                    ($)Ken
      Osako,
                2009
                
                $
                0
                
                0
                0
                
                $
                0
                
                0
                
                $
                0
                
                0
                
                $
                0President,
                2008
                
                $
                0
                
                0
                0
                
                $
                0
                
                0
                
                $
                0
                
                0
                
                $
                0Chief
      Executive Officer and Director
 
 Employment
Agreements
 
 We do not
have an employment or consultant agreement with Mr. Kenji Osako, our Chief
Executive Officer, President, and Chairman of the Board of Directors. Mr. Osako
not has received or accrued any compensation to date and has no written contract
or any commitment to receive annual compensation and has agreed to forego any
salary until such time as the Company has sufficient revenues therefore and/or
receives sufficient outside financing.
 
 Outstanding
Equity Awards
  None
  Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to
a named executive officer in the last completed fiscal year under any
LTIP
  Compensation of
Directors
 
 Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
 
 ITEM 12.       SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of May 18, 2009
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
  Title
      of Class
                Name
      and Address
                  of
      Beneficial Owner
                Amount
      and Nature
                  of
      Beneficial Owner
                Percent
      of
                  Class
      (1)Common
      Stock
                Ken
      Osako
                6,610,000
                84.16%Common
      Stock
                All
      executive officers and directors as a group
                6,610,000
                84.16%
  (1)The
percent of class is based on 7,854,150 shares of our common stock issued and
outstanding as of May 18, 2009.
   -22-
   Stock Option
Grants
  We have
not granted any stock options to our executive officers since our
incorporation.
  ITEM 13.       CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR
INDEPENDENCE
 
 During
the year ended January 31, 2009 the Company borrowed an additional $263,839 and
repaid a total of $277,974 of notes payable to the related party officer and
director.
 ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Audit
Fees
  For the
Company’s fiscal years ended January 31, 2009 and 2008, we were billed
approximately $22,565 and $29,075 for professional services rendered for the
audit and review of our financial statements.
 Audit Related
Fees
 
 There
were no fees for audit related services for the years ended January 31, 2009 and
2008.
 
 Tax Fees
  For the
Company’s fiscal years ended January 31, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended January 31, 2009 and
2008.
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
 
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
  -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.
 
 The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
   -23-
   PART
IV
 
 ITEM 15.   EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  3.
Exhibits
  14
                Code
      of Ethics *31.1
                Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer
  32.1
              Section
      1350 Certification of Chief Executive Officer and Chief Financial
      Officer
  * Filed
with the original Form 10-KSB on May 15, 2007
 
  -24-
   SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  Dated:
May 18, 2009
  ASPIRE JAPAN,
      INC.By:
              /s/
      Ken OsakoKen
      Osako
                President,
      Chief Executive Officer,
                Chief
      Financial Officer
 
  PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
  Name
                    
                    Title
                    
                    Date/s/
      Ken Osako
                    
                    President,
      Chief Executive Officer,
                    
                    May
      18, 2009Ken
      Osako
                    
                    Chief
      Financial Officer