10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED DECEMBER 31, 2006 Filed by Automated Filing Services Inc. (604)609-0244 - Aqua Society Inc. - Form 10QSB

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

FORM 10-QSB

(Mark One)

[ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the quarterly period ended December 31, 2006

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act
For the transition period from ________to ________

COMMISSION FILE NUMBER 000-50163

AQUA SOCIETY, INC.
(Exact name of small business issuer as specified in its charter)

NEVADA 52-2357931
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

Konrad - Adenauer Strasse 9-13
45699 Herten, Germany
(Address of principal executive offices)

011-49-6031-791-760
Issuer's telephone number

Not Applicable
Former name, former address and former fiscal year, if changed since last report

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 20, 2007 the Issuer had 118,178,323 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

1


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

2


AQUA SOCIETY, INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

 (Stated in US Dollars)

 (Unaudited)



AQUA SOCIETY, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
December 31, 2006 and September 30, 2006
(Stated in US Dollars)
(Unaudited)

    December 31,     September 30,  
ASSETS   2006     2006  
             
Current            
Cash $  108,837   $  187,432  
   Accounts receivable – trade   76,838     143,039  
                                         – other – Note 4   59,367     -  
   Government value added tax receivable   97,631     217,919  
Inventory   332,389     306,569  
   Loans receivable   1     1  
             
    675,063     854,960  
Investments – Note 3   2     2  
Patents and patent rights   193,485     193,485  
Equipment   53,811     65,343  
             
  $  922,361   $  1,113,790  
             
LIABILITIES            
             
Current            
   Accounts payable and accrued liabilities – Note 4 $  527,018   $  537,271  
   Loans payable – Notes 4 and 5   3,165,735     2,377,099  
             
    3,692,753     2,914,370  
             
STOCKHOLDERS’ DEFICIENCY            
             
Common stock, $0.001 par value – Notes 6 and 8            
      300,000,000 shares authorized            
      118,178,323 shares issued and outstanding (September 30, 2006:            
      118,178,323 shares)   118,179     118,179  
Additional paid-in capital   28,690,854     28,609,612  
Accumulated other comprehensive loss   (246,705 )   (150,368 )
Accumulated deficit   (31,332,720 )   (30,378,003 )
             
    (2,770,392 )   (1,800,580 )
             
  $  922,361   $  1,113,790  

SEE ACCOMPANYING NOTES



AQUA SOCIETY, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended December 31, 2006 and 2005
(Stated in US Dollars)
(Unaudited)

    2006     2005  
             
Sales $  25,441   $  782,242  
Less: cost of goods sold   580     593,010  
             
    24,861     189,232  
             
General and administrative expenses:            
   Accounting and audit fees   73,443     57,121  
   Advertising and promotion   19,329     58,187  
   Amortization   5,899     6,584  
   Bad debts   28,431     43,685  
   Bank charges and interest   117     85  
   Consulting fees   36,634     177,085  
   Development costs – Note 4   268,919     412,455  
   Filing fees   867     121  
   Interest   57,256     57,088  
   Legal fees – Note 4   130,228     36,264  
   Management fees – Note 4   57,988     124,857  
   Office and miscellaneous   23,270     66,274  
   Rent   26,154     28,917  
   Salaries and benefits   154,052     96,888  
   Stock-based compensation   57,242     -  
   Transfer agent   225     815  
   Travel – Note 4   39,524     80,478  
   Write down of patents   -     8,994  
   Write down of inventory   -     63,928  
             
    (979,578 )   (1,319,826 )
             
Operating loss before other item   (954,717 )   (1,130,594 )
             
Other item:            
   Interest income   -     5,292  
             
Net loss for the period   (954,717 )   (1,125,302 )
             
Other comprehensive loss            
   Foreign currency adjustment   (96,337 )   (2,551 )
             
Comprehensive loss for the period $  (1,051,054 ) $  (1,127,853 )
             
Basic loss per share $  (0.01 ) $  (0.01 )
             
Weighted average number of shares outstanding   118,178,323     115,771,988  

SEE ACCOMPANYING NOTES



AQUA SOCIETY, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended December 31, 2006 and 2005
(Stated in US Dollars)
(Unaudited)

    2006     2005  
             
Cash flows used in Operating Activities            
   Net loss for the period $  (954,717 ) $  (1,125,302 )
   Items not affecting cash:            
         Amortization   5,899     6,584  
         Stock-based compensation   57,242        
         Write-down of patents   -     8,994  
         Write-down of inventory   -     63,928  
         Interest imputed on loans payable   24,000     -  
   Changes in non-cash working capital items:            
         Accounts receivable   10,882     (126,415 )
         Government value added tax receivable   126,004     12,329  
         Inventory   (13,251 )   9,748  
         Accounts payable and accrued liabilities   (23,954 )   526,835  
             
    (767,895 )   (623,299 )
             
Cash flows used in Investing Activities            
   Equipment disposal   5,634     48,178  
   Repayment of loans receivable   -     (68,388 )
             
    5,634     (20,210 )
             
Cash flows from Financing Activity            
   Increase in loans payable   677,508     174,408  
             
Effect of exchange rates on cash   6,158     (7,730 )
             
Decrease in cash during the period   (78,595 )   (476,831 )
             
Cash, beginning of the period   187,432     658,949  
             
Cash, end of the period $  108,837   $  182,118  

SEE ACCOMPANYING NOTES



AQUA SOCIETY, INC.
INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period May 13, 2004 (Date of Inception) to December 31, 2006
(Stated in US Dollars)
(Unaudited)

    Common Stock                 Accumulated              
                Additional                 Other              
                Paid-in     Special Warrants     Comprehensive     Accumulated          
    Number     Par Value     Capital     Number     Amount     Gain (Loss)     Deficit     Total  
                                                 
                                                 
Capital stock issued for cash   1   $  31,042   $  -     -   $  -   $  -   $  -   $  31,042  
Contribution of assets   -     -     25,056     -     -     -     -     25,056  
Pursuant to the acquisition of Aqua                                                
Society GmbH   10,000,000     10,000     -     34,000,000     34,000     -     -     44,000  
Exchange of shares   (1 )   (31,042 )   -     -     -     -     -     (31,042 )
Outstanding shares of Company                                                
prior to acquisition   69,908,000     69,908     -     -     -     -     (194,748 )   (124,840 )
Unrealized loss on translation   -     -     -     -     -     (997 )   -     (997 )
Net loss for the period   -     -     -     -     -     -     (67,448 )   (67,448 )
                                                 
Balance, September 30, 2004   79,908,000     79,908     25,056     34,000,000     34,000     (997 )   (262,196 )   (124,229 )
                                                 
Issued for cash:                                                
Pursuant to private placement - at $2.40   416,666     417     999,583     -     -     -     -     1,000,000  
                                         - at $1.98   1,232,322     1,233     2,438,766     -     -     -     -     2,439,999  
Pursuant to exercise of options - at $1.70   215,000     215     365,285     -     -     -     -     365,500  
Conversion of special warrants   34,000,000     34,000     -     (34,000,000 )   (34,000 )   -     -     -  
Stock-based compensation   -     -     22,480,000     -     -     -     -     22,480,000  
Unrealized gain on translation   -     -     -     -     -     89,594     -     89,594  
Net loss for the year   -     -     -     -     -     -     (25,787,558 )   (25,787,558 )
                                                 
Balance, September 30, 2005   115,771,988     115,773     26,308,690     -     -     88,597     (26,049,754 )   463,306  
                                                 
Pursuant to private placement - at $1.04   1,160,960     1,161     1,206,237     -     -     -     -     1,207,398  
                                         - at $0.88   1,245,375     1,245     1,094,685     -     -     -     -     1,095,930  
Unrealized loss on translation   -     -     -     -     -     (238,965 )   -     (238,965 )
Net loss for the period   -     -     -     -     -     -     (4,328,249 )   (4,328,249 )
                                                 
Balance, September 30, 2006   118,178,323     118,179     28,609,612     -     -     (150,368 )   (30,378,003 )   (1,800,580 )

SEE ACCOMPANYING NOTES


Continued

AQUA SOCIETY, INC.
INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period May 13, 2004 (Date of Inception) to December 31, 2006
(Stated in US Dollars)
(Unaudited)

  Common Stock               Accumulated                
                Additional                 Other              
                Paid-in     Special Warrants     Comprehensive       Accumulated        
    Number     Par Value     Capital     Number     Amount     Gain (Loss)     Deficit     Total  
                                                 
                                                 
Stock-based compensation   -     -     57,242     -     -     -     -     57,242  
Unrealized loss on translation   -     -           -     -     (96,337 )   -     (96,337 )
Contribution of interest – Note 5   -     -     24,000     -     -     -     -     24,000  
Net loss for the period   -     -     -     -     -     -     (954,717 )   (954,717 )
                                                 
Balance, December 31, 2006   118,178,323   $  118,179   $  28,690,854     -   $     $ (246,705 ) $  (31,332,720 ) $  (2,770,392 )

SEE ACCOMPANYING NOTES



AQUA SOCIETY, INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006
(Stated in US Dollars)
(Unaudited)

Note 1 Interim Reporting
   
While information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. The accompanying interim consolidated financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under generally accepted accounting principles in the United States of America. The accompanying interim consolidated financial statements should be read in conjunction with the Company’s September 30, 2006 audited consolidated financial statements. Operating results from the period ended December 31, 2006 are not necessarily indicative of the results that can be expected for the year ending September 30, 2007.
 
 
Note 2
Nature and Continuance of Operations
 
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $31,332,720 since its inception, has a working capital deficiency of $3,017,690 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 2
(Unaudited)

Note 3 Investments
     
  i) UFI Tec GmbH
     
By an agreement dated November 30, 2004 and effective December 10, 2004, the Company acquired a 33% interest in UFI-Tech GmbH (“UFI”), a German limited company, for consideration of EUR 25,565 (US $32,476). During the year ended September 30, 2005, the Company wrote down the $32,476 investment and related loans receivable of $67,227 to their net realizable value of $1. During the year ended September 30, 2006, the Company sold 13.1% of their 33% interest (19.9% interest remains) for proceeds of EUR 10,072 (US $12,237) and wrote down an additional loan receivable of $66,094 to its net realizable value of $1.
   
ii)
By an agreement dated February 18, 2006, the Company acquired a 51% interest in TMR GmbH (“TMR”), a German limited company, in consideration of EUR 12,750 (US $15,999). TMR is involved in the development, installation, distribution and management of renewable resources. At the date of acquisition, TMR had no business, assets or liabilities. During the year ended September 30, 2006, the Company wrote down its investment by $15,674 (EUR 12,749) to $1. During the three months ended December 31, 2006, the Company disposed of its interest in TMR for $1.
     
Note 4 Related Party Transactions – Note 7
     
The Company incurred the following amounts charged by directors of the Company, the brother of a director of the Company and a law firm of which a former director of the Company is a partner:

      Three months ended  
      December 31,  
      2006     2005  
               
  Development costs $  88,013   $  191,595  
  Legal fees   -     26,073  
  Management fees   57,988     124,857  
  Travel   -     1,780  
               
    $  146,001   $  344,305  

Accounts receivable – other includes $59,367 related to an advance to a former officer of the Company.



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 3
(Unaudited)

Note 4 Related Party Transactions – Note 7 – (cont’d)
   
Included in accounts payable and accrued liabilities is $77,498 (September 30, 2006: $79,358) due to directors of the Company and a former director of the Company. These amounts are unsecured, non-interest bearing and have no specific terms for repayment.
 
Included in loans payable is $1,527,238 (September 30, 2006: $1,441,507) due to a law firm of which a former director of the Company is a partner.
 
Note 5
Loans Payable
 
Of the total loans outstanding at December 31, 2006, $950,886 (September 30, 2006: $883,822) bear interest at 7.5% per annum, are secured by accounts receivable of GmbH and are repayable on or before December 31, 2006, $773,403 (September 30, 2006: $743,675) are non-interest bearing, secured by accounts receivable of GmbH and are repayable on or before December 31, 2006, $1,319,261 (September 30, 2006: $634,276) are non-interest bearing, unsecured and due on demand, and $122,185 (September 30, 2006: $115,326) of loans payable bear interest of 7.5% per annum, are unsecured and are repayable on or before December 31, 2006. The loans due on or before December 31, 2006 were not repaid and are consequently in default. The company has imputed interest on the non-interest bearing loans at 10% per annum for a total of $24,000 during the three months ended December 31, 2006.
 
Note 6
Capital Stock – Note 8
 
 
Commitments:
 
 
Share Purchase Options
 
On December 21, 2006, the Company adopted a second stock incentive plan (the “2006 Stock Option Plan”) to provide incentives to employees, directors, officers and permitted consultants. The 2006 Stock Plan provides for the issuance of up to 7,000,000 options with a term to be determined by the plan administer or, if not so established, ten years. The maximum aggregate number of shares that may be optioned under the 2006 Stock Option Plan will be increased effective the first day of each of the Company’s fiscal quarters (“adjustment date”), beginning with the fiscal quarter commencing April 1, 2007 by an amount equal to the lesser of i) 15% of the outstanding shares on the first day of the applicable quarter less a) the number of shares of common stock that may be optioned and sold under the plan prior to the adjustment date and b) the number of shares of common stock that may be optioned and sold under any other stock option plan in effect as of the adjustment date or ii) such lesser number of shares of common stock as may be determined by the Board.



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 4
(Unaudited)

Note 6 Capital Stock – Note 8 – (cont’d)
   
  Commitments: – (cont’d)
   
  Share Purchase Options – (cont’d)
   
A summary of the stock options outstanding as at December 31, 2006 and changes during the period is presented below:

            Weighted  
            Average  
            Exercise  
      Shares     Price  
               
  Options outstanding at September 30, 2006   7,535,000   $ 1.70  
  Granted   4,500,000   $ 0.40  
               
  Options outstanding at December 31, 2006   12,035,000   $ 1.21  
               
  Options exercisable at December 31, 2006   7,535,000        

A summary of stock options outstanding at December 31, 2006, is as follows:

   Exercise     
   Number Price Expiry Date
       
  562,500 $0.40 April 1, 2009
  562,500 $0.40 July 1, 2009
  562,500 0.40 October 1, 2009
  7,535,000 $1.70 October 15, 2009
  562,500 $0.40 January 1, 2010
  562,500 $0.40 April 1, 2010
  562,500 $0.40 July 1, 2010
  562,500 $0.40 October 1, 2010
  562,500 $0.40 January 1, 2011
       
  12,035,000    

The Company used the Black-Scholes option pricing model to compute estimated fair value at each of the grant dates.



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 5
(Unaudited)

Note 6 Capital Stock – Note 8– (cont’d)
   
  Commitments – (cont’d)
   
  Share Purchase Options – (cont’d)
   
The Black-Scholes option-pricing model requires the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate and therefore the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options.
 
The Company used the Black-Scholes option pricing model to compute the estimated fair value of the options granted during the three months ended December 31, 2006, based on the following assumptions:

  Risk-free interest rate 4.84%
  Dividend yield rate 0.00%
  Price volatility 159.23%
  Weighted average expected life of options 2.03 years
  Weighted average fair value $0.36

The Company recognized stock-based compensation of $57,242 during the three months ended December 31, 2006.

Share Purchase Warrants

As at December 31, 2006, a total of 2,406,335 share purchase warrants exercisable into 2,406,335 common shares were outstanding as follows:

      Exercise   
  Number   Price Expiry Date
         
  1,169,960   $1.30 February 9, 2008
  1,245,375   $1.10 June 15, 2008
         
  2,406,335      



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 6
(Unaudited)

Note 7 Commitments
     
  i) Lease Contracts
     
By four lease agreements dated September 30, 2004 and effective October 1, 2004, the Company entered into four lease contracts for the Company’s corporate head office. The leases require total payments of EUR 6,690 (US$8,826) per month. Two of the leases are effective until May 31, 2007 and the other two are effective until December 31, 2007. The leases will be automatically extended every year unless cancelled with six months advance notice.
     
    Minimum future lease payments

  September 30, 2007 $  80,960  
                            2008   12,144  
         
    $  93,104  

  ii)

Management/Consulting Contracts

       
  a)

By a management consulting contract dated September 30, 2004 and effective October 1, 2004, the Company’s subsididary (“GmbH”) agreed to pay EUR15,000 (US $19,789) per month to a managing director of GmbH for development, production and quality assurance services. The managing director of the GmbH is also a director of the Company. This contract is for an unlimited term but may be terminated by either party with six months advance notice.

     
  b)

By a consulting agreement dated October 1, 2004, the Company agreed to pay $2,000 per month to a consultant of the Company. The agreement is effective for a term of 5 years. The Company granted 500,000 common stock options upon signing of the agreement. The exercise price of the stock options is $1.70 per share and expires on October 15, 2009.

     
  c)

By a management consulting contract dated and effective October 1, 2004, the Company agreed to pay EUR 5,000 (US$6,274) per month for marketing and business development services. Effective October 1, 2005, the contract was amended to increase the payment to EUR 7,500 (US $9,411) per month. Effective October 1, 2006, the contract was amended to EUR 15,000 (US$19,028) per month for October, November and December, 2006. By an agreement dated November 1, 2006 and effective January 11, 2007, the Company agreed to the payment of EUR 2,000 (US $2,638) per month until December 31, 2007 and a 5% commission of gross sales to third parties which occurred as a result of the consultant’s work. The contract automatically renews for one year if not terminated at the end of a year by giving six months advance notice.




Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 7
(Unaudited)

Note 7 Commitments – (cont’d)
       
  ii) Management/Consulting Contracts – (cont’d)
       
  d)
By a management consulting contract dated and effective January 1, 2005, the GmbH agreed to pay EUR 5,520 (US $7,002) per month for marketing, sales and distribution services. By an agreement dated November 10, 2006 and effective January 1, 2007, the contract was amended to decrease the payment to EUR 3,750 (US $4,947) per month with additional payments of EUR 10,000 (US $12,686) and EUR 5,000 (US$6,343) in November and December 2006 respectively. The contract ends on December 31, 2007 and may be terminated by either party with three months advance notice.
     
  e)
By a management consulting agreement dated August 1, 2005, the GmbH agreed to pay EUR 3,900 (US $5,145) per month for administration services for the research and development department. The contract is for an unlimited term and may be terminated by either party by giving six months advance notice.
     
  f)
By a management consulting contract dated December 12, 2005 and effective January 1, 2006, the GmbH agreed to pay EUR 20,000 (US $25,371) per month to March 31, 2006 and EUR 25,000 (US $31,714) per month to December 31, 2006 for technical services. Effective September 18, 2006, the contract was amended and the payment was decreased to EUR 10,000 (US$ 12,686) per month and extended to June 30, 2007. The management consulting contract is with a company owned by a director of the Company.
     
  g)
By a management consulting contract dated November 10, 2004, the Company agreed to pay EUR 500 (US $660) per press release to a former director of the Company. This contract is for an unlimited term but may be terminated by either party with one month advance notice.
     
  h)
By management consulting agreements dated December 28, 2006, the Company agreed to pay directors of the Company a total of EUR 56,000 (US $73,879) for the period October 1, 2006 to December 31, 2006 and EUR 14,000 (US $18,470) per month for the period January 1, 2007 to September 30, 2007. The contract is for an unlimited term but may be terminated by either party with three months advance notice.



Aqua Society, Inc.
Notes to the Interim Consolidated Financial Statements
December 31, 2006
(Stated in US Dollars) – Page 8
(Unaudited)

Note 8 Subsequent Event
   
Subsequent to December 31, 2007, the Company approved a private placement offering of 7,500,000 units at $0.30 per unit with each unit consisting of one share of the Company’s common stock and one-half share purchase warrant for total proceeds of $2,250,000. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock at $0.35 per share for a period of one year from the date of issuance of the units.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our", “the Company” and “Aqua Society” mean Aqua Society, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three month period ended December 31, 2006 and changes in our financial condition from September 30, 2006. This discussion should be read in conjunction with the Management’s Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-KSB for the year ended September 30, 2006.

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

On September 22, 2004, we completed the acquisition of Aqua Society GmbH (“Aqua GmbH”). Prior to our acquisition of Aqua GmbH, we were in the business of providing services in the areas of digital graphics and special effects. Upon completing the acquisition of Aqua GmbH, we abandoned this digital imaging business. We are now in the business of designing and developing applied technologies, and providing consulting services, in the areas of heating, ventilation, air conditioning, refrigeration, water purification, waste water treatment, and, our latest business segment, energy (collectively, the “Aqua Business”).

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

Recent Corporate Developments

The following significant corporate developments have occurred since our fiscal year ended September 30, 2006:

1.

After the completion of our 2006 fiscal year, we completed the construction of a demonstration prototype of our EnergyMission / Yellow Box technology. A media event to showcase this demonstration model was held at our facilities on December 21, 2006. This demonstration unit will be used by us for marketing and demonstration purposes as well as for research and development.

3



2.

On December 21, 2006, our Board of Directors approved and adopted our 2006 Stock Option Plan (the “2006 Option Plan”). Under the 2006 Option Plan, options may be granted for a maximum of 7,000,000 shares of our common stock. The maximum number of shares that may be optioned under the 2006 Option Plan will increase each fiscal quarter, beginning with the fiscal quarter commencing April 1, 2007, by an amount equal to 15% of the total increase in the number of shares of common stock outstanding or such lesser amount as may be determined by our Board of Directors.

   

A summary of our 2006 Option Plan is set forth in our Current Report on Form 8-K filed with the SEC on December 29, 2006. The full text of the 2006 Option Plan is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 29, 2006, and is incorporated by reference herein.

   
3.

Also on December 21, 2006, our Board of Directors approved the grant of options under the 2006 Option Plan for 2,500,000 shares of our common stock at an exercise price of $0.40 per share to Mr. Terberg and options to purchase an aggregate of 2,000,000 shares of our commons stock to Mr. van der Zee, also at a price of $0.40. The options granted to each of Mr. Terberg and Mr. van der Zee vest in equal quarterly instalments, commencing on April 1, 2007 and expiring 2 years after the applicable vesting date.

Changes to the Board of Directors and Executive Officers

In addition to the above corporate developments, there have been a number of changes to our Board of Directors and executive officers since the end of our 2006 fiscal year.

Effective October 31, 2006, Robert Terberg replaced Petrus Lodestijn as our Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary and also as a member of our Board of Directors. Also effective on October 31, 2006, our Board of Directors was expanded by the appointment of Hubert Hamm as a director of the Company and by the appointment of Hugo van der Zee as the Chairman of the Company’s Board of Directors.

PLAN OF OPERATION

During the next twelve months, we will focus: (1) on the design and construction of products ordered from us; (2) on further developing the market for our products; and (3) on continuing to develop and improve our products. Specifically, our plan of operation for the next twelve months involves the following:

1.

Design and Construction of Ordered Units: During the next twelve months, we will work on the design and construction of the waste heat power generation, AquaMission and ThermoMobil units for which we have received orders.

     
2.

Market Development Activities: Over the next twelve months we intend to do the following in an effort to continue developing a market for our products and services:

     
(a)

We have completed the construction of a prototype EnergyMission / Yellow Box unit that we will use for marketing and demonstration purposes, as well as for ongoing research and development. The prototype unit will be used by us to demonstrate the effectiveness of our technology to trade media and industry representatives on an ongoing basis.

     
(b)

We are also in the process of setting up a wholly owned subsidiary in the Netherlands (the “Dutch Subsidiary”), through which we will seek to promote all of our products in the “Benelux” countries (Belgium, the Netherlands and Luxemberg). In addition, we intend to use the Dutch Subsidiary to establish an additional production facility to be located in

4



 

the Netherlands. This production facility is expected to enable us to significantly expand our production capabilities from the limited facilities located in Herten, Germany. The Dutch Subsidiary is expected to be based in Zevenaar, near Arnhem, in the east of the Netherlands.

     
  (c)

We will continue to attempt to market the AquaMission combined air-conditioning and drinking water product in geographic locations with high ambient temperatures and relative humidity but without readily available sources of fresh water, such as the Persian Gulf and the Middle East. Three demonstration models of the AquaMission are currently on location in the Middle East. We are currently in the process of seeking new sales agents for our products in the Middle East.

     
 

We will continue to try and generate sales in the Middle East using these demonstration models.

In addition to these activities, we may also seek to increase brand awareness through various advertising activities and sponsorships.

3.

Product Development Activities: During the next twelve months, we will also continue to work on further developing and improving our existing products in an effort to increase their marketability. As part of these efforts, we have developed and built a demonstration model of our Yellow Box technology.

   

We are also in the process of constructing a high-tech “climate room” that will allow us to simulate the world’s various humidity and temperature zones. This “climate room” will assist us in optimizing our AquaMission unit for different geographic locations.

We anticipate spending approximately $2,000,000 in pursuing our plan of operation over the next twelve months. As of December 31, 2006, the date of our most recently available financial statements, we had a working capital deficit of $3,017,690. As such, we do not have sufficient working capital to meet our expected needs over the next twelve months. Although we have recently begun to earn revenues, we have not yet earned a net profit and we do not expect to achieve profitability in the near future as we expect to continue to incur substantial product development, marketing and operating expenses. We are likely to continue to need substantial additional financing in order to implement our plan of operation. Our management expects that any additional financing that we obtain will likely be in the form of equity financing.

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

RESULTS OF OPERATIONS

First Quarter Summary

  Three Months Ended  
  December 31 Percentage
  2006 2005 Increase / (Decrease)
Revenue $25,441 $782,242 (96.7)%
Cost of Goods Sold (580) (593,010) (99.9)%
General and Administrative Expenses (979,578) (1,319,826) (25.8)%
Other Items Nil (5,292) (100.0)%
Net Loss $(954,717) $(1,125,302) (15.2)%

5


Revenues

During our last fiscal year, we earned revenues from HVAC&R and energy optimization consulting services, and from equipment sales made in connection with the provision of those services. However, we do not have a long-term history of earning revenues and, as a result, we are unable to accurately forecast future revenues. Readers are cautioned that our past operating results may not be indicative of future performance.

During the fiscal year ended December 31, 2006, our revenue decreased by 96.7% as compared to the same period ended in 2005. Since their appointment in October, 2006, our new executive officers and directors have been conducting a company wide review of our operations. During this period, we scaled back our HVAC&R and energy optimizing consulting activities. As a result, our revenues decreased substantially.

During the next twelve months, we intend to concentrate our resources on developing the market for our ThermoMobil, AquaMission and EnergyMission/Yellow Box products, as we believe that these products will provide us with the greatest opportunity for future profitability. As a result, we may continue to scale back the HVAC&R and energy optimization consulting services that we have provided in the past.

Although we have received orders for our ThermoMobil, AquaMission and EnergyMission/Yellow Box products, we have not yet earned any revenues from the sale of those products, and there are no assurances that we will be able earn such revenues in the future.

Operating Costs and Expenses

Our operating expenses for the quarterly period ended December 31, 2006 consisted of the following:

  Three Months Ended  
  December 31 Percentage
  2006 2005 Increase / (Decrease)
   Accounting and audit fees $73,443 $57,121 28.6%
   Advertising and promotion 19,329 58,187 (66.8)%
   Amortization 5,899 6,584 (10.4)%
   Bad debts 28,431 43,685 (34.9)%
   Bank charges and interest 117 85 37.6%
   Consulting fees 36,634 177,085 (79.3)%
   Development costs 268,919 412,455 (34.8)%
   Filing fees 867 121 616.5%
   Interest 57,256 57,088 0.3%
   Legal fees 130,228 36,264 259.1%
   Management fees 57,988 124,857 (53.6)%
   Office and miscellaneous 23,270 66,274 (64.9)%
   Rent 26,154 28,917 (9.6)%
   Salaries and benefits 154,052 96,888 (59.0)%
   Stock-based compensation 57,242 Nil 100.0%
   Transfer agent 225 815 (72.4)%

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   Travel 39,524 80,478 (50.9)%
   Write down of patents Nil 8,994 (100.0)%
   Write down of inventory Nil 63,928 (100.0)%
Total General and Administrative Expenses $979,578 $1,319,826 (25.8)%

Our general and administrative expenses decreased by $340,248, or 25.8%, during the three month period ended December 31, 2006 as compared to 2005. This decrease in our general and administrative expenses was primarily generated as a result of the efforts of our current management to streamline our operations. During the next few months, we expect that our general and administrative expenses will continue to fluctuate somewhat as we continue to review and overhaul our current operations.

Management fees decreased by $66,869, or 53.6%, during the quarter ended December 31, 2006, primarily because of the termination of a management services contract under which we had been obligated to pay management fees of EUR 20,000 per month to a law firm of which a former officer and director is a partner. Also, during the last fiscal quarter, we scaled back some of our product development activities as our management conducted a company wide assessment of our operations. As a result, development costs, and consulting fees associated with our development activities, also decreased significantly during our last fiscal quarter. Office and travel expenses also decreased primarily as a result of our efforts to streamline our operations. Also contributing to the overall decrease in our general and administrative expenses from the quarter ended December 31, 2005 was the fact that, during our December 31, 2005 fiscal quarter, we recognized one-time patent and inventory write down charges totaling $72,922. No patent or inventory write down charges were recognized for the period ended December 31, 2006.

Offsetting the above decreases were significant increases in accounting and audit fees, legal fees and salaries and benefits. The increase in legal fees relates primarily to amounts incurred in connection with the negotiation of our patent licensing agreement with Ecoenergy Patent GmbH and in connection with the restructuring of our operations by our new management. The events giving rise to the additional amounts spent on legal fees are not expected to be ongoing. Accounting and auditing fees increased as a result of an increase in the amounts charged by our consulting accountants and by our independent auditors. The increase in salaries and benefits was a result of the hiring of two additional non-management employees.

Also, during the period ended December 31, 2007, we recorded stock-based compensation expenses of $57,242 on account of stock options granted to certain of our officers and directors during the period. No options or other stock-based compensation were granted during the period ended December 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

  At At Percentage
  December 31, 2006 September 30, 2006 Increase / (Decrease)
Current Assets $675,063 $854,960 (21.0)%
Current Liabilities (3,692,753) (2,914,370) 26.7%
Working Capital Surplus (Deficit) $(3,017,690) $(2,059,410) 46.5%

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Included in current liabilities are a total of $1,527,238 payable to a law firm of which one of our former officers and directors, is a partner. We are currently in negotiations with the former officer and director for the settlement of the amounts owed to him and his law firm.

Cash Flows

  Three Months Ended December 31
  2006 2005
Cash Flows used in Operating Activities $(767,895) $(623,299)
Cash Flows used in Investing Activities 5,634 (20,210)
Cash Flows from Financing Activities 677,508 174,408
Effects of Foreign Exchange Rates 6,158 (7,730)
Net Decrease in Cash During Period $(78,595) $(476,831)

During the period ended December 31, 2006, we obtained financing in the form of a EUR 500,000 loan. This loan is unsecured, non-interest bearing and payable upon demand.

Total loans payable at December 31, 2006 consist of the following amounts:

  (a)

$950,886, bearing interest at a rate of 7.5% per annum, secured by accounts receivable and repayable on or before December 31, 2006;

     
  (b)

$773,403, non-interest bearing, secured by accounts receivable and repayable on or before December 31, 2006;

     
  (c)

$122,185, bearing interest a rate of 7.5% per annum, unsecured and payable on or before December 31, 2006; and

     
  (d)

$1,319,261, non-interest bearing, unsecured and due on demand.

The amounts payable on or before December 31, 2006 have not yet been repaid and are past due. We are currently in negotiations with our creditors for the settlement and repayment of amounts owed to them.

As at December 31, 2006 we had cash in the amount of $108,837 and a working capital deficit of $3,017,690. We anticipate spending approximately $2,000,000 over the next 12 months in pursuing our plan of operation. We will require substantial additional financing in the next few months in order to pursue our current plan of operation.

Although we earned revenues during our fiscal year ended September 30, 2006, we did not earn significant revenues during the fiscal quarter ended December 31, 2006 and we have not yet achieved profitability. Our future financial results are uncertain due to a number of factors, many of which are outside of our control. These factors include, but are not limited to:

  (a)

our ability to commercially market our ThermoMobil and AquaMission products;

     
  (b)

our ability to develop a commercially marketable EnergyMission/Yellow Box product;

     
  (c)

our ability to raise additional capital necessary to implement our business strategy and plan of operation;

     
  (d)

our ability to compete with other existing technologies; and

8



  (e)

the success of any marketing and promotional campaign which we conduct for our products once development is complete.

Due to the uncertainty regarding our future revenues and profitability, we expect that the majority of additional financing that we obtain, if any, will likely be in the form of equity financing. Our management does not expect sufficient debt financing to be available to us through traditional sources at this stage of our business.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

Principles of Consolidation

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

Foreign Currency Translation

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

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in the Statement of Operations.

Patents, Patent Rights and Amortization

Patents and patent rights are recorded at cost. We provide for the amortization of patents and patent rights on the straight-line basis over their estimated economic lives, estimated to be 5 years. Amortization is recorded upon the patents being awarded.

9


RISKS AND UNCERTAINTIES

Need For Financing

We do not have sufficient financial resources to meet the expected costs of our plan of operation and current liabilities over the next twelve months. We have not yet achieved profitability. We are likely to continue to need substantial additional financing in order to implement our long term business plan. There is no assurance that we will be able to acquire sufficient financing on terms acceptable to us or at all. If financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment

Limited Operating History, Risks Of A New Business Venture

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

Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will ever achieve profitable operations.

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

To date, we have completed technical development of our EnergyMission/Yellow Box, ThermoMobil and AquaMission products. However, we have only received a limited number of confirmed orders for these products. Our future success will depend upon the acceptance of our existing products, and other products that we develop, by the respective industries in which we intend to market those products. Achieving such acceptance will require significant investments in research and development and market development. The technologies upon which our products and services are based are relatively new and are evolving. Accordingly, in order to achieve commercial acceptance, we will have to educate prospective clients about the uses and benefits of our products.

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

We intend to complete the construction of the initial AquaMission, ThermoMobil and EnergyMission/Yellow Box units ordered from us at our facilities located in Herten, Germany. However, the size of these facilities is limited.

We are currently in the process of establishing a wholly owned subsidiary in the Netherlands, with which we intend to establish a larger scale production facility. Further, we intend to seek supply contracts and/or joint venture/licensing agreements with independent manufacturing companies to manufacture our products on a large scale basis, however we have not yet entered into any such contracts or agreements.

Our Operations May Be Subject to Extensive Government Regulation

Our operations may be subject to extensive government regulations in the United States, Europe and elsewhere. In order to sell our products, we may have to satisfy numerous mandatory procedures,

10


regulations, and safety standards established by international, federal and state regulatory agencies. Although we currently comply with stringent German regulations, there can be no assurance that we can successfully comply with all present and future government regulations worldwide.

Risks of International Business Operations

Although we are incorporated in the United States, the majority of our operating activities are conducted in Germany. Additionally, in the past, we have targeted markets for our products in the Persian Gulf and other developing parts of the world, such as Africa. As such, a significant portion of our business depends upon our ability to establish and maintain successful relationships with businesses and governments located outside of the United States. If we are unable to establish and maintain such relationships, we may not be able to implement our business plan or plan of operations.

In order to better manage the risks associated with our international operations, our management has decided to focus their business development efforts on markets near to our base of operations, such as Germany, the Netherlands and the rest of Europe.

Rapid Technological Changes In Our Industry Could Make Our Products Obsolete

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

Asserting And Defending Intellectual Property Rights May Impact Results Of Operations

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

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

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

We May Be Subject To Product Liability Lawsuits

We may be subject to product liability claims. Such claims may absorb significant management time and could degrade our reputation and the marketability of our products. If product liability claims are made with respect to our products, we may need to recall the implicated product which could have a material adverse effect on our business, financial condition and results of operations. In addition, although we may maintain product liability insurance, we cannot be sure that such insurance will be adequate to cover potential product liability lawsuits. Insurance is expensive and in the future may not be available on acceptable terms, if at all. If a successful product liability claim or series of claims exceeds insurance coverage, it could have a material adverse effect on our business, financial condition and results of operations.

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If We Are Late In Filing Any Of Our Annual Or Quarterly Reports During The Next Two Years, Our Common Stock May Become Ineligible For Quotation On The OTC Bulletin Board, Which Would Negatively Affect The Market For Our Shares And Our Ability To Obtain Additional Financing.

On November 16, 2005, the SEC approved certain changes to NASD Rule 6530. As amended, NASD Rule 6530 provides that OTC Bulletin Board (“OTCBB”) issuers who are late in filing their annual or quarterly reports three times within a 24-month period will be ineligible for quotation on the OTCBB. In order to regain eligibility under this rule, the issuer would need to timely file all of its annual and quarterly reports due in a one year period. The amended NASD Rule 6530 does not apply to annual or quarterly reports for periods ended before October 1, 2005.

From time to time, we have been late in filing our quarterly and annual reports. If we are late in filing our annual or quarterly reports three times within a 24-month period, we may become ineligible for quotation on the OTCBB, which would negatively affect the market for our common stock. In addition, if our common stock is no longer eligible for quotation on the OTCBB, it may become more difficult for us to obtain additional equity financing as shares of our common stock will be less attractive to potential investors.

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective as we failed to timely file our periodic reports with the SEC on a number of occasions during the past fiscal year.

Our new management is in the process of taking measures to improve our disclosure controls and procedures in an effort to ensure that the information required to be disclosed is internally communicated and publicly reported within the time periods specified in the SEC’s rules and forms. In particular, we intend to engage outside consultants to assist us in the preparation of our accounting records and financial statements and will attempt to increase internal accountability and to clearly define internal communication channels in an effort to remedy the deficiencies identified by our principal executive officer and principal financial officer.

By working with our external consultants and our principal independent accountants, our management believes that the financial statements and the other information presented in this Quarterly Report are materially correct.

There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

All unregistered sales of our equity securities completed during our fiscal quarter ended December 31, 2006 have been previously reported in the Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K that we filed during that period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

Compensatory Arrangements Of Certain Officers

Effective December 28, 2006, we entered into management consulting services agreements with each of Robert Terberg, our current Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary, and currently a member of our Board of Directors, and Hugo van der Zee, currently the Chairman of our Board of Directors. The terms of our agreements with Mr. Terberg and Mr. van der Zee are disclosed in our Annual Report filed with the SEC on January 16, 2007.

ITEM 6. EXHIBITS.

Exhibit  
Number Description of Exhibit
3.1 Restated Articles of Incorporation filed with the Nevada Secretary of State effective December 27, 2004.(5)
3.2 Bylaws, effective March 2, 2000.(1)
10.1 Share Purchase Agreement between Water-Capital-Holding Ltd., V G Tech, Inc., Aqua Society GmbH and Steve Livingston, dated for reference September 3, 2004.(2)
10.2 Agreement and Deed of Transfer between Water-Capital-Holding Ltd. and V G Tech, Inc. dated for reference September 22, 2004.(3)
10.3 Certified Translation of a Notarial Deed executed by Uwe Diestel and Aqua Society GmbH dated November 30, 2004 regarding the purchase and sale of an interest in UFI-TEC GmbH.(5)
10.4 2004 Stock Incentive Plan.(4)

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Exhibit  
Number Description of Exhibit
10.5 Marketing & Promotion Agreement between Aqua Society GmbH, Sesam Business Consultancy and Moosa Abu Aisha.(6)
10.6 Management Consulting Contract between Aqua Society GmbH and Stamm & Lang Rechtsanwelte, executed December 13, 2004.(7)
10.7 Supplementary Agreement between Aqua Society GmbH and Stamm & Lang Rechtsanwelte, dated September 30, 2005.(8)
10.8 Sales Agency Agreement between Aqua Society GmbH and Technical Supplies Center, Ltd. dated September 5, 2005. (7)
10.9 Patent License Agreement between Ecoenergy Patent GmbH and Aqua Society GmbH, executed by Ecoenergy Patent GmbH on August 21, 2006, and by Aqua Society GmbH on September 30, 2006 (translated from German to English).(9)
10.10 Attachment 1 to Patent License Agreement between Ecoenergy Patent GmbH and Aqua Society GmbH, executed by Ecoenergy Patent GmbH on August 21, 2006, and by Aqua Society GmbH on September 30, 2006 (German Language).(9)
10.11 2006 Stock Option Plan.(10)
10.12 Non-Qualified Stock Option Agreement between Aqua Society, Inc. and Robert Terberg dated effective as of December 21, 2006.(10)
10.13 Non-Qualified Stock Option Agreement between Aqua Society, Inc. and Hugo van der Zee dated effective as of December 21, 2006.(10)
10.14 Management Consulting Services Agreement between Aqua Society, Inc. and Robert Terberg dated effective as of December 28, 2006.(11)
10.15 Management Consulting Services Agreement between Aqua Society, Inc. and Hugo van der Zee dated effective as of December 28, 2006.(11)
10.16 Technical Consulting Agreement between Aqua Society GmbH and Dr. Oser Partner in Technik.
14.1 Code of Ethics.(5)
21.1 List of Subsidiaries.(11)
31.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)

Filed as an exhibit to our Registration Statement on Form 10-SB originally filed with the SEC on January 29, 2003, as amended.

(2)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 10, 2004.

(3)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 28, 2004.

(4)

Filed as an exhibit to our Registration Statement on Form S-8 filed with the SEC on January 12, 2005.

(5)

Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on January 20, 2005.

(6)

Filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on August 23, 2005.

(7)

Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on January 18, 2006.

(8)

Filed as an exhibit to our Amended Annual Report on Form 10-KSB filed with the SEC on February 3, 2006.

(9)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 6, 2006.

(10)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 29, 2006.

(11)

Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on January 16, 2007.

14


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      AQUA SOCIETY, INC.
       
       
Date: February 20, 2007 By: /s/ Robert Terberg
       
      ROBERT TERBERG
      President, Chief Executive Officer and Chief Financial Officer
      (Principal Executive Officer and Principal Accounting Officer)