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 July 31, 2008




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.)





4695
Macarthur Court


11th
Floor


Newport
Beach, CA 92660


(Address
of Principal Executive Offices)


_______________




(949)
798-6138


(Issuer
Telephone number)


_______________








(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (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 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 September 17, 2008:  7,854,150 shares of Common
Stock.



















ASPIRE
JAPAN, INC.





FORM
10-Q




July
31, 2008




INDEX






PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K













ITEM
1. FINANCIAL INFORMATION




Aspire
      Japan, Inc.(a
      development stage company)CONDENSED
      BALANCE SHEETSJuly
      31,
              
              
              January
      31,2008
              
              
              2008(Unaudited)ASSETSCURRENT
      ASSETSCash
              
              $
              2,731
              
              
              $
              27,884Prepaid
      expenses
              
              
              -
              
              
              
              2,726TOTAL
      CURRENT ASSETS
              
              
              2,731
              
              
              
              30,610PROPERTY AND
      EQUIPMENT, NET
              
              
              3,187
              
              
              
              3,986OTHER
      ASSETSDeposits
              
              
              380
              
              
              
              8,137TOTAL
      ASSETS
              
              $
              6,298
              
              
              $
              42,733LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              40,380
              
              
              $
              18,186Accrued
      interest
              
              
              30,300
              
              
              
              39,311Accrued
      interest - related party
              
              
              6,804
              
              
              
              1,610Accrued
      severance
              
              
              759,619
              
              
              
              446,730Note
      payable
              
              
              237,538
              
              
              
              694,161Loan
      payable -related party
              
              
              94,247
              
              
              
              71,587TOTAL
      CURRENT LIABILITIES
              
              
              1,168,888
              
              
              
              1,271,585STOCKHOLDERS'
      DEFICITPreferred
      Stock - Par value $.001;Authorized:
      50,000,000Issued
      and Outstanding: none
              
              
              -
              
              
              
              -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding:7,854,150 and  7,660,000,
      respectively
              
              
              7,854
              
              
              
              7,660Additional
      Paid-In Capital
              
              
              1,544,396
              
              
              
              917,140Other
      Comprehensive Income (Loss)
              
              
              (5,078
              )
              
              
              (5,139
              )Accumulated
      Deficit during development stage
              
              
              (2,709,762
              )
              
              
              (2,148,513
              )Total
      Stockholders' Deficit
              
              
              (1,162,590
              )
              
              
              (1,228,852
              )TOTAL
      LIABILITIES AND DEFICIT
              
              $
              6,298
              
              
              $
              42,733




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




-1-




Aspire
      Japan, Inc.(a
      development stage company)CONDENSED
      STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited)For
      the periodFebruary
      2,For
      the Three Months
                Ended
      July 31,
              
              
              For
      the Six Months
                Ended
      July 31,
              
              
              2005(inception)
      to2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              July
      31, 2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Operating
      ExpensesProfessional
      Fees
              
              
              21,990
              
              
              
              133,012
              
              
              
              48,507
              
              
              
              143,251
              
              
              
              314,869Marketing
      Expenses
              
              
              -
              
              
              
              267,298
              
              
              
              -
              
              
              
              327,298
              
              
              
              156,562Consulting
      Fees
              
              
              15,000
              
              
              
              26,992
              
              
              
              30,000
              
              
              
              86,668
              
              
              
              181,510Compensation
      Expense
              
              
              22,500
              
              
              
              174,019
              
              
              
              45,000
              
              
              
              174,019
              
              
              
              326,031Severance
      Expense
              
              
              -
              
              
              
              -
              
              
              
              322,889
              
              
              
              -
              
              
              
              789,619General
      and administrative
              
              
              14,338
              
              
              
              95,091
              
              
              
              77,795
              
              
              
              98,836
              
              
              
              863,980Total
      Operating Expenses
              
              
              73,828
              
              
              
              696,412
              
              
              
              524,191
              
              
              
              830,072
              
              
              
              2,632,571Loss
      from Operations
              
              
              (73,828
              )
              
              
              (696,412
              )
              
              
              (524,191
              )
              
              
              (830,072
              )
              
              
              (2,632,571
              )Interest
      Income
              
              
              8
              
              
              
              737
              
              
              
              12
              
              
              
              2,341
              
              
              
              2,630Foreign
      Currency Transaction Income (Loss)
              
              
              73
              
              
              
              -
              
              
              
              73
              
              
              
              (8,450
              )
              
              
              (1,757
              )Interest
      Expense
              
              
              (14,756
              )
              
              
              (2,000
              )
              
              
              (37,143
              )
              
              
              (2,000
              )
              
              
              (78,064
              )Total
      Other Income/Expense
              
              
              (14,675
              )
              
              
              (1,263
              )
              
              
              (37,058
              )
              
              
              (8,109
              )
              
              
              (77,191
              )Provision
      for Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Loss
              
              
              (88,503
              )
              
              
              (697,675
              )
              
              
              (561,249
              )
              
              
              (838,181
              )
              
              
              (2,709,762
              )Other
      Comprehensive IncomeForeign
      Currency Translation Loss
              
              
              -
              
              
              
              -
              
              
              
              61
              
              
              
              1,198
              
              
              
              (5,078
              )Comprehensive
      Loss
              
              $
              (88,503
              )
              
              $
              (697,675
              )
              
              $
              (561,188
              )
              
              $
              (836,983
              )
              
              $
              (2,714,840
              )Net
      Loss Per Share  - basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.09
              )
              
              $
              (0.07
              )
              
              $
              (0.11
              )Weighted
      average number of shares outstanding
              
              
              7,854,150
              
              
              
              7,641,319
              
              
              
              7,804,012
              
              
              
              7,400,028during
      the period - basic and diluted




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




-2-




Aspire
      Japan, Inc.(a
      development stage company)CONDENSED
      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)From
      inception (February 2, 2005) through July 31, 2008(Unaudited)AccumulatedPreferred
      Stock
              
              
              Common
      Stock
              
              
              Additional
              
              
              Deficit
      During
              
              
              Other
                    ComprehensiveShares
              
              
              Par
              
              
              Shares
              
              
              Par
              
              
              Paid
      In
                  Capital
              
              
              Development
      Stage
              
              
              Income
                (Loss)
              
              
              Total
                  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 yearended
      January 31, 2008
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,108,895
              )
              
              
              -
              
              
              
              (2,108,895
              )Other
      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
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              45,000
              
              
              
              -
              
              
              
              -
              
              
              
              45,000Converison
      on notes payableand
      accrued interest tocommon
      stock at $3.00 per share
              
              
              -
              
              
              
              -
              
              
              
              194,150
              
              
              
              194
              
              
              
              582,256
              
              
              
              -
              
              
              
              -
              
              
              
              582,450Net
      loss for the six months endedJuly
      31, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              (561,249
              )
              
              
              
              
              
              
              (561,249
              )Other
      Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              61
              
              
              
              61Total
      Comprehensive Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (561,188
              )Balance
      July 31, 2008
              
              
              -
              
              
              $
              -
              
              
              
              7,854,150
              
              
              $
              7,854
              
              
              $
              1,544,396
              
              
              $
              (2,709,762
              )
              
              $
              (5,078
              )
              
              $
              (1,162,590
              )




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




-3-




Aspire
Japan, Inc. (f/k/a Dream Media, Inc.)
 (a
development stage company)
 CONDENSED
STATEMENTS OF CASH FLOWS
 (Unaudited)


For
      the periodFor
      the Six Months Ended July 31
                
                
                February
      2, 2005(inception)
      to2008
                
                
                2007
                
                
                July
      31, 2008Cash
      Flows From Operating Activities:Net
      Loss
                
                $
                (561,249
                )
                
                $
                (838,181
                )
                
                $
                (2,709,762
                )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                
                
                45,000
                
                
                
                6,000
                
                
                
                103,000Stock
      issued for incorporation expense
                
                
                -
                
                
                
                -
                
                
                
                100Stock
      issued for services
                
                
                -
                
                
                
                116,668
                
                
                
                150,000Depreciation
                
                
                799
                
                
                
                21
                
                
                
                1,630Changes
      in operating assets and liabilities:(Increase)/Decrease
      in Deposits
                
                
                7,757
                
                
                
                (10,137
                )
                
                
                (380
                )(Increase)/Decrease
      in Prepaid Expenses
                
                
                2,726
                
                
                
                10,923
                
                
                
                -Increase/
      (Decrease) in  Accounts Payable and  Accrued
      Expenses
                
                
                22,194
                
                
                
                33,711
                
                
                
                40,380Increase/
      (Decrease) in  Accrued Interest
                
                
                36,060
                
                
                
                -
                
                
                
                76,981Increase
      in  Accrued Severance
                
                
                312,889
                
                
                
                -
                
                
                
                759,619Net
      Cash Used In Operating Activities
                
                
                (133,824
                )
                
                
                (680,995
                )
                
                
                (1,578,432
                )Cash
      Flows From Investing Activities:Cash
      paid for Property, Plant, &  Equipment
                
                
                -
                
                
                
                (3,594
                )
                
                
                (4,817
                )Net
      Cash Used In Investing Activities
                
                
                -
                
                
                
                (3,594
                )
                
                
                (4,817
                )Cash
      Flows From Financing Activities:Proceeds
      from Note Payable
                
                
                85,950
                
                
                
                200,000
                
                
                
                780,111Repayment
      of Note Payable - related party
                
                
                (77,500
                )
                
                
                (101,680
                )
                
                
                (317,030
                )Proceeds
      from Note Payable - related party
                
                
                100,160
                
                
                
                1,107
                
                
                
                411,277Proceeds
      from Common Stock issuance
                
                
                -
                
                
                
                435,000
                
                
                
                716,700Net
      Cash Provided by Financing Activities
                
                
                108,610
                
                
                
                534,427
                
                
                
                1,591,058Net
      In(de)crease in Cash
                
                
                (25,214
                )
                
                
                (150,162
                )
                
                
                7,809Effect
      of Exchange Rate on Cash
                
                
                61
                
                
                
                1,198
                
                
                
                (5,078
                )Cash
      at Beginning of Period
                
                
                27,884
                
                
                
                327,500
                
                
                
                -Cash
      at End of Period
                
                $
                2,731
                
                
                $
                178,536
                
                
                $
                2,731Supplemental
      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 condensed unaudited financial
statements.





-4-




Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
 
 
 NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 ASPIRE
JAPAN, 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. In August 2008, the Company
decided to abandon its business plan of marketing and delivering products from a
number of American merchandise brands via various media to Japanese consumers,
including print catalogs and on the internet at www.aspire-japan.com,
facilitating the shopping process by the use of a bilingual customer service
center to focus on trading intellectual properties. 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.
  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 $2,709,762 from inception, a working
capital deficiency of $1,166,157, a stockholders deficiency of $1,162,590 and
used cash in operations of $1,578,432 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.
 Use of
Estimates
  In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
  Reclassifications
  Certain
amounts from prior periods have been reclassified to conform to the current
period presentation.
  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 $100,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At July 31, 2008 and January 31, 2008 the Company had  $0 in
cash, that was uninsured.   In addition, at July 31, 2008 and January
31, 2008, the Company had total cash of  $81 and $9, respectively in a
Japanese bank which is uninsured.
   -5-
 Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
  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 and six months ended July 31, 2008 and
2007  and the period February 2, 2005 (Inception) to July
31, 2008  amounted to $0, $0, $0, $0 and $156,562
respectively.
 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 July 31, 2008 and 2007 there were no common share
equivalents outstanding.
 
 Recent
Accounting Pronouncements
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51
  ”.  This statement improves the relevance, comparability,
and transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards that require; the ownership interests in subsidiaries held
by parties other than the parent and the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income,
changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently,
when a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners.
  SFAS No.
160 affects those entities that have an outstanding noncontrolling interest in
one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”  (SFAS  161). This statement is intended to
improve transparency in financial reporting by requiring enhanced disclosures of
an entity’s derivative instruments and hedging activities and their effects on
the entity’s financial position, financial performance, and cash
flows.  SFAS  161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to  SFAS  161
must provide more robust qualitative disclosures and expanded quantitative
disclosures.  SFAS 161 is effective prospectively for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted.
    -6-
 Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
   In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Company’s financial position.
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 is not
expected to have a material impact on the Company’s financial
position.
 
 We are
currently evaluating the disclosure implications of this statement.
  NOTE
2 - PROPERTY AND EQUIPMENT
  Property
and equipment were as follows:
  July
      31, 2008
                (unaudited)
              
              
              January
      31, 2008Computer
              
              $
              4,817
              
              
              $
              4,817Less
      accumulated depreciation
              
              
              (1,630
              )
              
              
              (831
              )$
              3,187
              
              
              $
              3,986
  During
the three and six months ended July 31, 2008 and 2007, and the period February
2, 2005 (Inception) to July 31, 2008 the Company recorded depreciation expense
of $399, $799,  $21, $21, and $1,630 respectively.
  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 July
31, 2008 the Company paid a total of $30,000 and is currently in default of the
agreement. During the three months ended April 30, 2008 the Company
accrued additional severance expenses of $322,889in accordance with
the  default under the settlement agreement. As of July 31 2008 the
former President and Chief Executive officer is owed a total of $522,889
  In December 2007 the Company terminated it Executive
Vice-President. As of September 2008 the Company has not entered
into  any settlement agreement with the former Executive
Vice-President and has  recorded accrued severance in the amount
of  $236,730 pursuant to the terms of his employment
agreement.
 
 NOTE
4 - RELATED PARTY TRANSACTIONS
 
 During
the year ending January 31, 2007, the Company received $101,680 from a related
party officer and director.  The amount is due in July 2007 and bears
interest of 6% per annum. (See Note 5).
 
 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 5).
 
 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 5).
  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
5).
   -7-
 Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
 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 5).
  During
the six months ended July 31, 2008 the Company borrowed an additional $100,160
and repaid a total of $77,500 of notes payable to the related party officer and
director. (See Note 5).
  As of
July 31, 2008 and January 31, 2008 the related party officer and director is
owed a total of $94,247 and  $71,587, respectively  and accrued
interest of $6,804 and $1,610, respectively. The Company recorded interest
expense during the three and six months ended July 31, 2008 of $4,270 and
$6,276, respectively (See Note 5).
  NOTE
5 – NOTE AND LOAN 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 six months ended July 31, 2008 the Company borrowed an additional $100,160
and repaid a total of $77,500 of notes payable to the related party officer and
director.
 
 As of
July 31, 2008 and January 31, 2008 the related party officer and director is
owed a total of $94,247 and  $71,587, respectively  and accrued
interest of $6,804 and $1,610, respectively. The Company recorded interest
expense during the three and six months ended July 31, 2008 of $4,270 and
$6,276, respectively.
  NOTE
6 – NOTE 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 andpayableon August 30, 2008. Accrued interest at
July 31, 2008 and January 31, 2008 was $14,112 and $6,445,
respectively.  A new note was entered into on August 31, 2008 with a
new due date of August 30, 2009. All other terms remained the
same.
 On
October 10, 2007, the Company entered into a twelve month unsecured note payable
for $59,177.  The note will accrue interest at a rate of
18%, with principle and interest due and payable on October 9, 2008.
Accrued interest at July 31, 2008 and January 31, 2008 was $8,609 and $3,298,
respectively.
  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 July 31, 2008 and January 31, 2008 was $4,879 and
$1,848.
 
 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.
   -8-
 Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
 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.
  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
$19,470.  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 July 31, 2008 was $812.
  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
July 31, 2008 was $1,315.
 
 On May
22, 2008 the company entered into a twelve month unsecured note payable for
$4,814.  The note will accrue interest at a rate of 18% per annum and
is payable May21, 2009. Accrued interest at July 31, 2008 was $166.
 
 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 July 31, 2008 was
$407.
 
 NOTE 7
-- SHAREHOLDERS' EQUITY
 
 Common
and Preferred Stock:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 During
2005, the Company issued 100,000 shares for the amount of $100 ($0.001 per
share) in exchange of the incorporation expenses for the Company.
  During
September 2006, the Company issued 6,700,000 shares of common stock at ($0.001
per share) in a private placement offering exempt from registration with the
U.S. Securities Act of 1933 for a total value of $6,700.
 
 During
November 2006, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 275,000 shares of common stock for a value of $275,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company undertook a private placement issuance, Regulation D
Rule 506 offering of 435,000 shares of common stock for a value of $435,000
($1.00 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
 
 During
April 2007, the Company issued 100,000 shares of common stock valued at a recent
cash offering price of $100,000 or $1.00 per share to a consultant for providing
strategic planning services.  The Company is amortized the value of
the shares over the contract period of six months.
 
 During
June 2007, the Company issued 50,000 shares of common stock for legal
services.  The shares were valued at $50,000 or $1.00 per share
based on a recent cash offering price.
 
 On March
18, 2008 a note holder converted a total of $542,572 of notes payable and
accrued interest of $39,878 into 194,150 shares of common stock ($3.00 per
share).
   -9-
 Aspire
Japan, Inc.
 (a
development stage company)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 As
of July 31, 2008
 (Unaudited)
  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  six months ended July 31, 2008, the Company
recorded  $45,000 as in-kind contribution of salary for services
provided by its President.
  NOTE 8
- SUBSEQUENT EVENTS
  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 a note 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)
 
 As of
September 15, 2008 the Company has not made any payments and is in default under
the payment terms of the agreement.
 
 Thereafter,
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)
 
 As of
September 15, 2008 the Company has received payments of approximately $83,000
and Global Investment Services, Inc. is in default under the payment terms of
the agreement.
 
 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.
 
 In
August, 2008 a related party officer and director loaned the Company an
additional $3,667 and an additional amount of approximately $110,000 in
September 2008.  The loans are due January 2009 and interest will be
imputed at 10% per annum.
 
 In
August, 2008 the Company repaid approximately $22,500 of loans to an officer and
director and an additional amount of approximately $92,000 in September
2008.




-10-




ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




Plan of
Operations





We
anticipate that our operational as well as general and administrative expenses
for the next 12 months will total $375,000. The breakdown is as
follows:




Marketing Materials
            
            $
            50,000Website
      development
            
            $
            75,000Merchant
      Development
            
            $
            75,000Legal/Accounting
            
            $
            75,000General/Administrative
            
            $
            100,000Total
            
            $
            375,000





Because
of the nature of the Company as a development stage company, it is unlikely that
it 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 the Company 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 July 31, 2008, we had cash
of approximately $2,731.
  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
$19,470.  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 July 31, 2008 was $812.
  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
July 31, 2008 was $1,315.
 
 On May
22, 2008 the company entered into a twelve month unsecured note payable for
$4,814.  The note will accrue interest at a rate of 18% per annum and
is payable May21, 2009. Accrued interest at July 31, 2008 was $166.
 
 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 July 31, 2008 was
$407.


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 2008.






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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 $1,166,157, a stockholders
deficiency of $1,162,590 and have a negative cash flow from operations of
$1,578,432 from inception. This raises substantial doubt about its ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.


We have
completed our efforts to become a public company and by doing so we have
incurred and will continue to incur additional significant expenses for legal,
accounting and related services.  As a public entity, subject to the
reporting requirements of the Securities Exchange Act of 1934, there are
be ongoing expenses associated with the ongoing professional fees for
accounting, legal and a host of other expenses for annual reports and proxy
statements as well as costs for (i) increased marketing and advertising to
support any growth in sales for us; (ii) potential to hire additional personnel
to manage and expand our operations. Moving forward, and dependent upon the
execution of our business plan, we anticipate that our monthly expenses will
increase to $100,000 per month during the next twelve months.




Results of
Operation




We did
not have any operating income from inception through July 31, 2008. For the
quarter ended July 31, 2008, we recognized a net loss of $88,503 and for the
period from inception through July 31, 2008, we recognized a net loss of
$2,709,762.  Expenses for the period were comprised of costs of
professional fees of $21,990, consulting fees of $15,000, compensation of
$22,500 and general and administrative expenses of $14,338.




For the
quarter ended July 31, 2007, we recognized a net loss of
$697,675.  Expenses for the period were comprised of costs of
professional fees of $133,012, consulting fees of $26,992, compensation of
$174,019, marketing expenses of $267,298 and general and administrative expenses
of $95,091.


Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Subsequent
Events





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 as
soon as we signed the Eiwa Agreement.  Pursuant to the agreement the
Company  entered into a note 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)




As of
September 15, 2008 the Company has not made any payments and is in default under
the payment terms of the agreement.




Thereafter,
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 our 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:





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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)




As of
September 15, 2008 the Company has received payments of approximately $83,000
and Global Investment Services, Inc. is in default under the payment terms of
the agreement.
 
 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.
 
 In
August, 2008 a related party officer and director loaned the Company an
additional $3,667 and an additional amount of approximately $110,000 in
September 2008.  The loans are due January 2009 and interest will be
imputed at 10% per annum.
 
 In
August, 2008 the Company repaid approximately $22,500 of loans to an officer and
director and an additional amount of approximately $92,000 in September
2008.


Critical Accounting
Policies




The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.




Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.




Recent Accounting
Pronouncements





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements–an amendment of ARB No.
51  ”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value, entities provide sufficient disclosures that clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners.




SFAS
No. 160 affects those entities that have an outstanding noncontrolling interest
in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”  (SFAS  161). This statement is intended to
improve transparency in financial reporting by requiring enhanced disclosures of
an entity’s derivative instruments and hedging activities and their effects on
the entity’s financial position, financial performance, and cash
flows.  SFAS  161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to  SFAS  161
must provide more robust qualitative disclosures and expanded quantitative
disclosures.  SFAS 161 is effective prospectively for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.






-13-





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Company’s financial position.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 is not
expected to have a material impact on the Company’s financial
position.




Item
3.  Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4T.  Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (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 CAO 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
CAO, as appropriate, to allow timely decisions regarding required
disclosure.  There were no changes in internal controls during the
period.








-14-




PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




Item
1A. Risk Factors





None





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds








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




On August
21, 2008, the Company filed a Form 8-K with the SEC based on an entrance into a
material definitive agreement and a change in business segment.










-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:
      September 17, 2008
            By:
            /s/ Ken
      OsakoKen
      OsakoPresident,
      Chief Executive Officer,
              Chief
      Financial Officer











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