UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended April 30, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  ASPIRE
JAPAN, INC.
 (Exact
name of registrant as specified in Charter
  Delaware
                
                000-51193
                
                20-8326081(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (Commission
      File No.)
                
                (IRS
      Employee Identification No.)
 
 5757
W. Century Blvd., Suite 700
 Los Angeles,
CA 90045
 (Address
of Principal Executive Offices)
 _______________
  (310)
348-7255
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer 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 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 filer.
See definition of “accelerated filer” and “large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o    Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
  Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2 of the Exchange Act.
                  Yes
      x No o
   State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of as of June 2, 2009:  7,854,150 shares of Common Stock.
   
    ASPIRE
JAPAN, INC.
  FORM
10-Q
  April
30, 2009
  INDEX
    PART
I-- FINANCIAL INFORMATION
  Item
      1.
                            Financial
      Statements
                            1Item
      2.
                            Management’s
      Discussion and Analysis of Financial Condition
                            11Item
      3
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            14Item
      4T.
                            Control
      and Procedures
                            14PART II--OTHER
      INFORMATION
 Item
      1
                      Legal
      Proceedings
                      15Item
      1A
                      Risk
      Factors
                      15Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      15Item
      3.
                      Defaults
      Upon Senior Securities
                      15Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      15Item
      5.
                      Other
      Information
                      15Item
      6.
                      Exhibits
      and Reports on Form 8-K
                      15
  SIGNATURE
   
   Item
1. Financial Information
  
 ASPIRE
JAPAN, INC.
 (A
DEVELOPMENT STAGE COMPANY)









Aspire
      Japan, Inc.(A
      Development Stage Company)BALANCE
      SHEETSApril
      30,
                                                      
                                                      
                                                      January 31,2009
                                                      
                                                      
                                                      2009(Unaudited)ASSETSCURRENT ASSETSCash
                                                      
                                                      $
                                                      51,837
                                                      
                                                      
                                                      $
                                                      712Prepaid
      expenses
                                                      
                                                      
                                                      3,647
                                                      
                                                      
                                                      
                                                      -TOTAL
      CURRENT ASSETS
                                                      
                                                      
                                                      55,484
                                                      
                                                      
                                                      
                                                      712OTHER ASSETSDeposits
                                                      
                                                      
                                                      475
                                                      
                                                      
                                                      
                                                      -TOTAL
      ASSETS
                                                      
                                                      $
                                                      55,959
                                                      
                                                      
                                                      $
                                                      712LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable and accrued expenses
                                                      
                                                      $
                                                      31,709
                                                      
                                                      
                                                      $
                                                      41,973Accrued
      interest
                                                      
                                                      
                                                      62,280
                                                      
                                                      
                                                      
                                                      51,854Accrued
      interest - related party
                                                      
                                                      
                                                      9,892
                                                      
                                                      
                                                      
                                                      8,086Accrued
      severance
                                                      
                                                      
                                                      1,442,317
                                                      
                                                      
                                                      
                                                      1,442,317Note
      payable
                                                      
                                                      
                                                      289,161
                                                      
                                                      
                                                      
                                                      197,403Loan
      payable -related party
                                                      
                                                      
                                                      72,462
                                                      
                                                      
                                                      
                                                      57,452TOTAL
      CURRENT LIABILITIES
                                                      
                                                      
                                                      1,907,821
                                                      
                                                      
                                                      
                                                      1,799,085LONG TERM LIABILITIESNote
      payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      40,135TOTAL
      LIABILITIES
                                                      
                                                      
                                                      1,907,821
                                                      
                                                      
                                                      
                                                      1,839,220STOCKHOLDERS' 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  7,854,150
      respectively
                                                      
                                                      
                                                      7,854
                                                      
                                                      
                                                      
                                                      7,854Additional
      Paid-In Capital
                                                      
                                                      
                                                      1,611,896
                                                      
                                                      
                                                      
                                                      1,589,396Other
      Comprehensive Income (Loss)
                                                      
                                                      
                                                      (5,078
                                                      )
                                                      
                                                      
                                                      (5,078
                                                      )Accumulated
      Deficit during development stage
                                                      
                                                      
                                                      (3,466,534
                                                      )
                                                      
                                                      
                                                      (3,430,680
                                                      )Total
      Stockholders' Deficit
                                                      
                                                      
                                                      (1,851,862
                                                      )
                                                      
                                                      
                                                      (1,838,508
                                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                      
                                                      $
                                                      55,959
                                                      
                                                      
                                                      $
                                                      712






The
accompanying notes are an integral part of these unaudited financial
statements.
 -1-




Aspire
      Japan, Inc.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited)For
      the periodFebruary
      2, 2005For
      the Three Months Ended April 30,
                      
                      
                      (inception)
      to2009
                      
                      
                      2008
                      
                      
                      April
      30, 2009Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Operating
      ExpensesProfessional
      Fees
                      
                      
                      126
                      
                      
                      
                      26,517
                      
                      
                      
                      331,177Marketing
      Expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      156,562Consulting
      Fees
                      
                      
                      -
                      
                      
                      
                      15,000
                      
                      
                      
                      206,510Compensation
      Expense
                      
                      
                      22,500
                      
                      
                      
                      22,500
                      
                      
                      
                      393,531Severance
      Expense
                      
                      
                      -
                      
                      
                      
                      322,889
                      
                      
                      
                      1,472,317General
      and administrative
                      
                      
                      995
                      
                      
                      
                      63,457
                      
                      
                      
                      878,340Total
      Operating Expenses
                      
                      
                      23,621
                      
                      
                      
                      450,363
                      
                      
                      
                      3,438,437Loss
      from Operations
                      
                      
                      (23,621
                      )
                      
                      
                      (450,363
                      )
                      
                      
                      (3,438,437
                      )Interest
      Income
                      
                      
                      -
                      
                      
                      
                      4
                      
                      
                      
                      2,630Foreign
      Currency Transaction Loss
                      
                      
                      (2
                      )
                      
                      
                      -
                      
                      
                      
                      (2,545
                      )Gain
      on liquidated damages
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      84,949Interest
      Expense
                      
                      
                      (12,231
                      )
                      
                      
                      (22,387
                      )
                      
                      
                      (113,131
                      )Total
      Other Income/Expense
                      
                      
                      (12,233
                      )
                      
                      
                      (22,383
                      )
                      
                      
                      (28,097
                      )Provision
      for Income Taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      Loss
                      
                      
                      (35,854
                      )
                      
                      
                      (472,746
                      )
                      
                      
                      (3,466,534
                      )Other
      Comprehensive Income / (Loss)Foreign
      Currency Translation Loss
                      
                      
                      -
                      
                      
                      
                      61
                      
                      
                      
                      (5,078
                      )Comprehensive
      Loss
                      
                      $
                      (35,854
                      )
                      
                      $
                      (472,685
                      )
                      
                      $
                      (3,471,612
                      )Net
      Loss Per Share  - basic and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.06
                      )Weighted
      average number of shares outstanding
                      
                      
                      7,854,150
                      
                      
                      
                      7,752,761during
      the period - basic and diluted






The
accompanying notes are an integral part of these unaudited financial
statements.
 -2-




Aspire
      Japan, Inc.(A
      Development Stage Company)STATEMENT
      OF STOCKHOLDERS' EQUITY (DEFICIT)From
      inception (February 2, 2005) through April 30, 2009(Unaudited)Additional
                                          
                                          
                                          Accumulated
                                          
                                          
                                          OtherPreferred
      Stock
                                          
                                          
                                          
                                          
                                          
                                          Common
      Stock
                                          
                                          
                                          
                                          
                                          
                                          Paid
      In
                                          
                                          
                                          Deficit
      During
                                          
                                          
                                          Comprehensive
                                          
                                          
                                          TotalShares
                                          
                                          
                                          Par
                                          
                                          
                                          Shares
                                          
                                          
                                          Par
                                          
                                          
                                          Capital
                                          
                                          
                                          Development
      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
                                          )In
      Kind contribution
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          22,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          22,500Net
      Loss for the three monthsended
      April 30, 2009
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (35,854
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (35,854
                                          )Other
      Comprehensive Income
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Total
      Comprehensive Loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (35,854
                                          )Balance
      April 30, 2009
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          7,854,150
                                          
                                          
                                          $
                                          7,854
                                          
                                          
                                          $
                                          1,611,896
                                          
                                          
                                          $
                                          (3,466,534
                                          )
                                          
                                          $
                                          (5,078
                                          )
                                          
                                          $
                                          (1,851,862
                                          )







The
accompanying notes are an integral part of these unaudited financial
statements.
 -3-




Aspire
      Japan, Inc.(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWS(Unaudited)For
      the periodFebruary
      2, 2005For
      The Year Ended April 30,
                      
                      
                      (inception)
      to2009
                      
                      
                      2008
                      
                      
                      April
      30, 2009Cash
      Flows From Operating Activities:Net
      Loss
                      
                      $
                      (35,854
                      )
                      
                      $
                      (472,746
                      )
                      
                      $
                      (3,466,534
                      )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                      
                      
                      22,500
                      
                      
                      
                      22,500
                      
                      
                      
                      170,500Stock
      issued for incorporation expense
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      100Stock
      issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      150,000Impairment
      of property and equipment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,388Depreciation
                      
                      
                      
                      
                      
                      
                      400
                      
                      
                      
                      2,429Changes
      in operating assets and liabilities:(Increase)/Decrease
      in Deposits
                      
                      
                      (475
                      )
                      
                      
                      (3,092
                      )
                      
                      
                      (475
                      )(Increase)/Decrease
      in Prepaid Expenses
                      
                      
                      (3,647
                      )
                      
                      
                      -
                      
                      
                      
                      (3,647
                      )Increase/
      (Decrease) in  Accounts Payable and  Accrued
      Expenses
                      
                      
                      (10,264
                      )
                      
                      
                      3,816
                      
                      
                      
                      31,709Increase/
      (Decrease) in  Accrued Interest
                      
                      
                      12,232
                      
                      
                      
                      22,386
                      
                      
                      
                      112,049Increase
      in  Accrued Severance
                      
                      
                      -
                      
                      
                      
                      312,889
                      
                      
                      
                      1,442,317Net
      Cash Used In Operating Activities
                      
                      
                      (15,508
                      )
                      
                      
                      (113,847
                      )
                      
                      
                      (1,559,164
                      )Cash
      Flows From Investing Activities:Cash
      paid for Property, Plant, &  Equipment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (4,817
                      )Net
      Cash Used In Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (4,817
                      )Cash
      Flows From Financing Activities:Proceeds
      from Note Payable
                      
                      
                      51,623
                      
                      
                      
                      66,907
                      
                      
                      
                      831,734Repayment
      of Note Payable - related party
                      
                      
                      -
                      
                      
                      
                      (29,000
                      )
                      
                      
                      (515,504
                      )Proceeds
      from Note Payable - related party
                      
                      
                      15,010
                      
                      
                      
                      85,600
                      
                      
                      
                      587,966Proceeds
      from Common Stock issuance
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      716,700Net
      Cash Provided by Financing Activities
                      
                      
                      66,633
                      
                      
                      
                      123,507
                      
                      
                      
                      1,620,896Net
      In(de)crease in Cash
                      
                      
                      51,125
                      
                      
                      
                      9,660
                      
                      
                      
                      56,915Effect
      of Exchange Rate on Cash
                      
                      
                      
                      
                      
                      
                      61
                      
                      
                      
                      (5,078
                      )Cash
      at Beginning of Period
                      
                      
                      712
                      
                      
                      
                      27,884
                      
                      
                      
                      -Cash
      at End of Period
                      
                      $
                      51,837
                      
                      
                      $
                      37,605
                      
                      
                      $
                      51,837Supplemental 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 unaudited financial
statements.
 -4-




Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 As
of April 30, 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.
 
 Basis of
Presentation
  The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in The United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information.  Accordingly, they do not include all
the information necessary for a comprehensive presentation of financial position
and results of operations.
  It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation.  The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
  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 April 30, 2009 and January 31, 2009 the Company had $0 in cash that
was uninsured. In addition, at April 30, 2009 and January 31, 2009, the Company
had total cash of $51,766 and $138, respectively in a Japanese bank which is
uninsured.
 
 Property
and Equipment
  Property
and equipment are stated at cost, less accumulated depreciation. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is
provided using the straight-line method over the estimated useful life of five
years.
  Advertising
Costs
 
 Advertising
costs are expensed as incurred. Total advertising costs charged
to operations for the three months ended April 30, 2009  and 2008
and the period February 2, 2005 (Inception) to April 30,
2009  amounted to $0, $0 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
$3,466,534 from inception, a working capital deficiency of $1,852,337 a
stockholders deficiency of $1,821,862 and used cash in operations of $1,559,164
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.
  -5-
 
 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 April 30, 2009 and 2008 there were no common share
equivalents outstanding.
 
 Recent
Accounting Pronouncements
 
 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.
 
 NOTE
2 - PROPERTY AND EQUIPMENT
  During
the thee months ended April 30, 2008, and the period February 2, 2005
(Inception) to April 30, 2009 the Company recorded depreciation expense
of  $400 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 April 30, 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.
  -6-
  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).
  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).
 
 During
the thee months ended April 30, 2009, the Company received $15,010 from a
related party officer and director.  The amount is due on demand and
bears interest of 6% per annum. (See Note 6).
  As
of  April 30, 2009 and January 31, 2009 the related party officer and
director is owed a total of $72,462 and  $57,452,
respectively  and accrued interest of $9,892 and $8,086, respectively.
The Company recorded interest expense during the three months ended April 30,
2009 and 2008 of $1,806 and $2,006 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.
  -7-
  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.
  During
the thee months ended April 30, 2009, the Company received $15,010 from a
related party officer and director.  The amount is due on demand and
bears interest of 6% per annum.
  As
of  April 30, 2009 and January 31, 2009 the related party officer and
director is owed a total of $72,462 and  $57,452,
respectively  and accrued interest of $9,892 and $8,086, respectively.
The Company recorded interest expense during the three months ended April 30,
2009 and 2008 of $1,806 and $2,006 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
April 30, 2009 and January 31, 2009  was $25,612 and $21,863,
respectively.  A new note was entered into on August 31, 2008 with a
new due date of August 30, 2009. All other terms remained the same.
  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 April 30, 2009 and January 31, 2009 was $16,576 and $13,979,
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 April 30, 2009 and January 31, 2009 was $9,425 and $7,943. 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.
  -8-
  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 April 30, 2009 and January 31, 2009 was
$2,396 and $1,880, respectively.  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
April 30, 2009 and January 31, 2009 was $5,135 and  $3,890,
respectively. 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 May 21, 2009. Accrued interest at April 30 2009 and January 31, 2009
was $814 and $603. Respectively.
 
 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 April 30, 2009 and January 31, 2009
was $2,323 and $1,698, respectively.
 
 On April
30, 2009 the company entered into a twelve month unsecured note payable for
5,000,000 Japanese Yen (Approximately $51,620).  The note will accrue
interest at a rate of 20% per annum and is payable April 30, 2010.
 
 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.
   -9-
  
 On March
18, 2008 a note holder converted a total of $542,572 of notes payable and
accrued interest of $39,878 into 194,150 shares of common stock ($3.00 per
share).
  In-Kind
Contribution of Compensation
 
 During
the year ended January 31, 2007, the Company recorded $7,000 as in-kind
contribution of salary for services provided by its president.
 
 During
the year ended January 31, 2008, the Company recorded $51,000 as in-kind
contribution of salary for services provided by its President.
 
 During
the year ended January 31, 2009, the Company recorded  $90,000 as
in-kind contribution of salary for services provided by its
President.
 
 During
the year ended April 30, 2009, the Company recorded  $22,500 as
in-kind contribution of salary for services provided by its
President.
  NOTE 9
– SUBSEQUENT EVENTS
 
 On May
28, 2009, the Company entered into a twelve month unsecured note payable for
$20,627.  The note will accrue interest at a rate of 20%.
 
 During
May 2009, $5,000 was loaned to the Company by a related party officers and
director and $35,000 was repaid to the related party officer and director for
outstanding loans.




-10-






ITEM
2.  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
  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 April 30, 2009, we had cash
of $51,837.
  During
the year ended January 31, 2009 we borrowed $263,839 and repaid a total of
$277,974 of notes payable to the related party officer and
director.
  As
of April 30, 2009 and January 31, 2009 the related party officer and
director is owed a total of $72,462 and  $57,452,
respectively  and accrued interest of $9,892 and $8,086, respectively.
The Company recorded interest expense during the three months ended April 30,
2009 and 2008 of $1,806 and $2,006 respectively.
  On April
30, 2009 the company entered into a twelve month unsecured note payable for
5,000,000 Japanese Yen (Approximately $51,620).  The note will accrue
interest at a rate of 20% per annum and is payable April 30,
2010.
  -11-
  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 $1,852,337, a stockholders
deficiency of $1,821,862 and have a negative cash flow from operations of
$1,559,164 from inception. This raises substantial doubt about its ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
  We have
completed our efforts to become a public company and by doing so we have
incurred and will continue to incur additional significant expenses for legal,
accounting and related services. As a public entity, subject to the reporting
requirements of the Securities Exchange Act of 1934, there are be ongoing
expenses associated with the ongoing professional fees for accounting, legal and
a host of other expenses for annual reports and proxy statements as well as
costs for (i) increased marketing and advertising to support any growth in sales
for us; (ii) potential to hire additional personnel to manage and expand our
operations.
  Results of
Operation
  We did
not have any operating income from inception through April 30, 2009. For the
quarter ended April 30, 2009, we recognized a net loss of $35,854 and for the
period from inception through April 30, 2009, we recognized a net loss of
$3,466,534.  Expenses for the period were comprised of costs of
professional fees of $126, compensation expense of $22,500, and general and
administrative expenses of $995.
 
 For the
quarter ended April 30, 2008, we recognized a net loss of $472,746. Expenses for
the period were comprised of costs of professional fees of $26,517, consulting
fees of $15,000, compensation of $22,500, severance expense of $322,889 and
general and administrative expenses of $63,457.
 
 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:
   -12-
   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 May
28, 2009, the Company entered into a twelve month unsecured note payable for
$20,627.  The note will accrue interest at a rate of 20%.
 
 During
May 2009, $5,000 was loaned to the Company by a related party officers and
director and $35,000 was repaid to the related party officer and director for
outstanding loans.
 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.
  
   -13-
  Recent Accounting
Pronouncements
 
 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.
 
 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” (SPE’s).
 Item
3.  Quantitative and Qualitative Disclosures About Market Risk
  Not
Applicable to smaller reporting companies.
  Item
4T.  Controls and Procedures
 
 a)
  Evaluation of
Disclosure Controls. 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.
 
 (b)
  Changesin internal control over financial
reporting. There have been no changes in our internal control over
financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
   -14-
   PART
II - OTHER INFORMATION
  Item
1.      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 April 30, 2009,we have accrued over $1,200,000 for
this lawsuit.
 Item
1A.   Risk Factors.
 
 Not
Applicable to smaller reporting companies.
 Item
2.      Unregistered Sales of Equity Securities and Use
of Proceeds.
  None.
  Item
3.      Defaults Upon Senior Securities.
  None.
  Item
4.      Submission of Matters to a Vote of Security
Holders.
  None.
  Item
5.     Other Information.
  None
  Item
6.      Exhibits and Reports of Form 8-K.
  (a)             
Exhibits
  31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)            
Reports of Form 8-K
  None.
  -15-
    SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  ASPIRE
      JAPAN, INC.Date:
      June 2, 2009
                By:
                /s/Ken
      OsakoKen
      OsakoPresident,
      Chief Executive Officer,
                  Chief
      Financial Officer
  
 
  -16-