UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K


[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the fiscal year ended December 31, 2008

                                     Or

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _________ to _____________


                        Commission file number: 000-53268


                        CHINA WI-MAX COMMUNICATIONS, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


             Nevada                                             61-1504884
----------------------------------                        ----------------------
 State or other jurisdiction of                               I.R.S. Employer
  incorporation or organization                             Identification No.

             1905 Sherman Street, Suite 335, Denver, Colorado 80203
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:

                                  303-993-8028

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class                                     Name of each exchange
     registered                                           on which registered
---------------------------                            ------------------------
     Not Applicable                                         Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock



                                       1
<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
                                                                  Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
                                                                  Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                                  Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                                             |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

----------------------------- -----------  -------------------------- ----------
Large accelerated filer         [___]      Accelerated filer            [___]
----------------------------- -----------  -------------------------- ----------
Non-accelerated filer           [___]      Smaller reporting company    [_X_]
(Do not check if a smaller
reporting company)
----------------------------- -----------  -------------------------- ----------

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was $0, as the registrant's stock does not trade on any market at the
time of this filing.

There were 11,820,002 shares outstanding of the registrant's  Common Stock as of
April 8, 2009.


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1        Business                                                        4
ITEM 1 A.     Risk Factors                                                   13
ITEM 1 B.     Unresolved Staff Comments                                      24
ITEM 2        Properties                                                     24
ITEM 3        Legal Proceedings                                              24
ITEM 4        Submission of Matters to a Vote of Security Holders            24

                                     PART II

ITEM 5        Market for Registrant's Common Equity, Related Stockholder
              Matters and Issuer Purchases of Equity Securities              24
ITEM 6        Selected Financial Data                                        26
ITEM 7        Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                      26
ITEM 7 A.     Quantitative and Qualitative Disclosures About Market Risk     32
ITEM 8        Financial Statements and Supplementary Data                    32
ITEM 9        Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                       48
ITEM 9 A.     Controls and Procedures                                        48
ITEM 9 A(T).  Controls and Procedures                                        48
ITEM 9B       Other Information                                              49

                                    PART III

ITEM 10       Directors, Executive Officers, and Corporate Governance        49
ITEM 11       Executive Compensation                                         52
ITEM 12       Security Ownership of Certain Beneficial Owners and Manage-
              ment and Related Stockholder Matter                            57
ITEM 13       Certain Relationships and Related Transactions, and Director
              Independence                                                   58
ITEM 14       Principal Accountant Fees and Services                         60

                                     PART IV

ITEM 15       Exhibits, Financial Statement Schedules                        60
SIGNATURES                                                                   62


                                       3

<PAGE>



                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation, statements relating to China Wi-Max's plans, strategies, objectives,
expectations,  intentions  and  adequacy  of  resources.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause China Wi-Max's actual results,  performance or achievements to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the forward-looking  statements.  These factors include,
among others,  the following:  ability of China Wi-Max to implement its business
strategy;  ability  to  obtain  additional  financing;  China  Wi-Max's  limited
operating  history;  unknown  liabilities  associated with future  acquisitions;
ability to manage growth; significant competition; ability to attract and retain
talented  employees;  and  future  government  regulations;  and  other  factors
described in this  registration  statement  or in other of China Wi-Max  filings
with the Securities and Exchange Commission. China Wi-Max is under no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.


                                     PART I

ITEM 1.  BUSINESS

China Wi-Max Communications, Inc.
---------------------------------

China  Wi-Max   Communications,   Inc.   ("China   Wi-Max"  or  "the  Company"),
incorporated  in the  state of Nevada on July 5,  2006,  is a  development-stage
Company  focused on providing  commercial  customers,  specifically in first and
second tier markets in China with high-bandwidth  broadband  connections through
wholly owned Chinese  subsidiary  companies.  China  Wi-Max,  through its wholly
owned Chinese  subsidiaries and those contracts the subsidiaries  have executed,
is  building  and  operating  metropolitan  area  Internet  Protocol  (IP) based
broadband  networks in China.  China Wi-Max is using owned (through wholly owned
subsidiaries)  equipment and optical fiber and licensed Wi-Max capable  wireless
spectrum  (through  contracts its subsidiaries  have executed with local Chinese
companies).   Although  China  Wi-Max  operates  through  wholly  owned  Chinese
subsidiaries,   it  has  direct  and  full   control  over  these  wholly  owned
subsidiaries operations, subject to the laws and regulations of China.

Broadband  networks  established,  owned and operated by China  Wi-Max's  wholly
owned Chinese subsidiaries are designed to provide the reliability,  redundancy,
scalability,  and other  features  expected of a carrier  class  network.  China
Wi-Max believes these networks can bypass the local loop facilities of the local
exchange  carrier  to  connect  enterprise  customers  directly  to  the  global
communications  network.  At this time,  China Wi-Max has one part-time and four
full-time  employees  in the United  States,  augmented  by a number of contract
personnel and professional services organizations.

There is no trading  market for China Wi-Max's  common stock.  We are subject to
the  reporting  requirements  under the  Securities  and  Exchange  Act of 1934,
Section 13a. We are registered  under Section 12(g) of the  Securities  Exchange
Act of  1934.  As a  result,  shareholders  do have  access  to the  information
required to be reported by publicly  held  companies  under the Exchange Act and
the regulations thereunder. We intend to provide our shareholders with quarterly
unaudited reports and annual reports containing  financial  information prepared
in accordance with U.S. generally accepted accounting  principles and audited by
an independent registered public accounting firm which will be accessible at the
SEC website (www.sec.gov) or they can be requested by sending  correspondence to
1905 Sherman Street, Suite 335, Denver, Colorado 80203.

China  Wi-Max  maintains  a  website  at   www.chinawi-max.com,   which  is  not
incorporated in and is not a part of this report.


                                       4
<PAGE>

China Wi-Max Strategy
---------------------

China   Wi-Max  has  created  a  carrier   class   fiber   optic  and   wireless
telecommunications network by combining licenses and assets owned or held by its
wholly  owned  Chinese  subsidiaries  and  contract  relationships  within China
arranged by its wholly owned Chinese  subsidiaries with other Chinese companies.
The Company  currently has two  wholly-owned  (100%)  subsidiaries in China - 1)
Beijing Yuan Shan Da Chuan Business Development Ltd. (hereafter Da Chuan) and 2)
Beijing Yuan Shan Shi Dai  Technology  Ltd.  (hereafter  Shi Dai).  Ownership of
these two entities was effectuated in September 2008. One of these subsidiaries,
Da Chuan, has contractual  agreements with a local Chinese company,  Beijing Gao
Da Yang Guang Communication Technology Ltd. (hereafter Gao Da) to use this local
company's  licenses and contract  relationships  to deliver  wireless and "Value
Added Telecommunications Services".

At this time, under the direction of, and with funding from,  China Wi-Max,  its
wholly owned Chinese  subsidiaries  have acquired optical fiber and contracts to
exclusively use wireless  spectrum licenses in Beijing and Hangzhou (plus use of
a spectrum  license in Shanghai)  held by Gao Da. The fiber assets and equipment
are  owned by the  Company's  wholly  owned  subsidiary,  Shi Dai.  Da Chuan has
entered  into a 20 year  exclusive  contract  to use the assets of Shi Dai.  The
wireless  licenses are held by a local  Chinese  company,  Gao Da. The Company's
wholly owned Chinese subsidiary,  Da Chuan, has entered into a contract with Gao
Da for the  exclusive use of these  wireless and other  licenses for the next 20
years. China Wi-Max has accounted for its 20 year contractual  relationship with
Gao Da for wireless  licenses as an intangible  asset, as these licenses are not
held or owned by China Wi-Max.  The primary party controlling Gao Da, Frank Jia,
owns approximately 9.3% of China Wi-Max stock.

Starting in January 2008,  China Wi-Max began a 10% Convertible  Promissory Note
offering.  As a result  of such  offering,  China  Wi-Max  received  $1,524,800,
through  April 8, 2009 of which  $1,429,800  was received  through  December 31,
2008, and $95,000 was received subsequent to December 31, 2008. The funds raised
to date from this  offering  have been used to  purchase  the  optical  fiber in
Beijing and Hangzhou and spectrum licenses in Beijing, Hangzhou and Shanghai and
to complete the initial  deployment of the fiber optics  connectivity in Beijing
during 2008.

In the  future,  in order to fully  complete  the  China  Wi-Max  business  plan
described herein, China Wi-Max will need to raise at least a subsequent round of
$2 to $5 million dollars through equity,  debt, or a combination  thereof during
2009.  The intent is to use these  funds to  acquire  additional  optical  fiber
assets and use of wireless  spectrum in up to eight  additional  markets in 2009
through  its  wholly  owned   subsidiary   companies  and  associated   contract
arrangements, as well as starting up the operations in Hangzhou and Shanghai and
expanding the Beijing network.

Overview of Current Corporate Structure
---------------------------------------

The following  chart  represents an overview of the corporate  structure that is
being employed by China Wi-Max as it executes its business plan:

                    Please refer to Exhibit 99.1 - Appendix A

China Wi-Max's wholly owned Chinese  subsidiaries are operating in China through
the use of owned assets and contractual  relationships with local companies such
as Gao Da that have Value Added Telecommunications Licenses and/or hold wireless
spectrum licenses.

Da Chuan was  established  as a wholly  owned  foreign  entity of the Company in
September of 2008. Da Chuan is the primary interface with end customers in China
through a contract  executed  between it and Gao Da (a wireless license holder),
whereby  Da Chuan is to manage  all  aspects  of Gao Da's  assets  and  business
related to wireless  and ISP  licenses.  This  includes  the  contract  executed
between Gao Da and Beijing Long Teng Jia Xun Network Technology Ltd.  (hereafter
Long Teng), a Value Added Telecommunications  license holder, whereby Gao Da can
provide Value Added Telecommunications Services. The contract between Gao Da and
Long Teng specifically establishes Da Chuan as the servicing agent for customers
of Gao Da. When  customers  sign their  service  contracts,  there will be three

                                       5
<PAGE>

parties  to the  contract.  At this time,  the three  parties  are the  customer
receiving service,  Da Chuan as the servicing company and Long Teng as the Value
Added Telecommunications Services licensee.

In addition,  our wholly owned Chinese subsidiary,  Da Chuan, has entered into a
contract with our wholly owned Chinese subsidiary, Shi Dai, to utilize Shi Dai's
optical fiber and other network assets. Da Chuan will operate all aspects of the
networks and business on behalf of Gao Da and Shi Dai.  This will  include,  but
not be  limited  to:  sales,  marketing,  customer  service,  customer  billing,
collection,  network management,  equipment  specification and other engineering
services. All customer payments will be collected by Da Chuan. Various contracts
define  the  services  to be  rendered  and  amounts  to be paid from and to the
various parties and the associated terms of such payments. At this time, all end
customers  serviced by Da Chuan on behalf of Gao Da will be customers under Long
Teng's ISP license.  Da Chuan's  Board of  Directors  and  management  have been
appointed  by China  Wi-Max.  Da Chuan is China  Wi-Max's  primary  wholly owned
Chinese operating subsidiary.

Shi Dai was initially  established as a locally owned Chinese entity and 100% of
the outstanding  shares of Shi Dai were acquired by China Wi-Max in September of
2008. Shi Dai currently  holds fiber optic cable deeds for Beijing and Hangzhou.
Going  forward,  Shi Dai holds or will hold fiber  optic  cable  assets and such
other  physical  assets as are  needed in order to  establish  and  operate  the
networks to be deployed in China.  Shi Dai's Board of Directors  and  management
have been appointed by China Wi-Max.

Gao Da was  established  in China  as a  locally  owned  Chinese  entity.  China
Wi-Max's wholly owned Chinese  subsidiaries will operate in conjunction with Gao
Da on a contract  basis. Da Chuan,  China Wi-Max's  wholly owned  subsidiary has
entered  into an  exclusive  20 year  contract  to manage  Gao Da's  assets  and
business  related to  wireless  and ISP  licenses.  Currently,  Gao Da has eight
full-time  employees and business  activity,  which has been funded primarily by
deposits delivered by China Wi-Max. Any portion of the deposited funds that have
been used for  expense  purposes  have  been  recorded  as such in China  Wi-Max
financial  statements.  Gao Da holds  wireless  spectrum  licenses  for Beijing,
Hangzhou and Shanghai, which were funded by China Wi-Max, originally recorded by
China Wi-Max as deposits, now recorded as an intangible asset and are being used
by Da Chuan via  contract.  Gao Da has  issued a  Declaration  of Trust to China
Wi-Max as Beneficiary pledging all Gao Da shares to China Wi-Max.

Material Terms of Contracts:
---------------------------

There are three  primary  contracts  at this time that  enable  China  Wi-Max to
operate  the  business  in  China  today   through  its  wholly  owned   Chinese
subsidiaries.

The first contract is between the two wholly owned Company subsidiaries, Shi Dai
and Da Chuan.  This  twenty  (20) year  exclusive  contract  enables Da Chuan to
utilize  the  network  assets  owned  by Shi  Dai to  provide  internet  related
services.  Da Chuan will pay Shi Dai ten percent (10%) of Da Chuan's net revenue
for maintenance and support of the Shi Dai assets.

The second primary  contract is an exclusive  twenty (20) year contract  between
Gao Da and Da Chuan,  whereby Da Chuan will manage Gao Da's assets and  business
related to wireless and ISP  licenses.  Da Chuan will obtain and service  retail
and  wholesale  customers  on  behalf  of Gao Da and will  provide  billing  and
collection services, etc. Da Chuan will use the various resources held by Gao Da
to deliver services to end customers.  Da Chuan will pay Gao Da one percent (1%)
of the  net  revenue  generated  from  the  use of Gao  Da's  assets  and  other
resources.

The third primary contract is between Gao Da and Long Teng for a term of two (2)
years.  This contract  provides for Gao Da (effectively  assigned to Da Chuan by
the second  primary  contract  mentioned  above) to obtain  wholesale and retail
customers utilizing Long Teng's license. Gao Da will pay Long Teng three percent
of (3%) of the revenues derived from service  contracts signed by Long Teng with
end  customers  served by Da Chuan on behalf of Gao Da. Gao Da agrees to provide
Long Teng favorable pricing on data transport  services across the fiber network
managed  by Da Chuan on behalf of Shi Dai,  if  requested.  Da Chuan and Shi Dai
have  tentatively  agreed to provide this access,  prices to be determined when,
and if, requested.

                                       6
<PAGE>

For financial reporting purposes,  China Wi-Max is consolidating its investments
in its wholly owned subsidiaries.

In the early growth years of the business,  money to build the business in China
is  flowing  from  China  Wi-Max  to its  wholly  owned  subsidiaries  and other
entities, in the form of loans or deposits, as necessary to meet requirements of
the China Wi-Max business plan.  Currently,  there are no legal impediments that
would hinder future repayment of these loans/deposits (investment other than for
registered  capital will be in the form of a loan) to the parent Company,  China
Wi-Max.   Additionally,   there  are  no  existing  legal  impediments  for  the
subsidiaries  to pay dividends to the parent  Company,  China Wi-Max,  after the
appropriate  in-country  (China) taxes are paid. The current  business plan does
not  contemplate  the need  for any  funds to be  returned  from the  subsidiary
entities in China to China Wi-Max in the United States for successful execution.

The preceding  description  of the current  corporate  structure  provides China
Wi-Max  with the  basis to  operate  a  value-added  telecommunications  service
business in China through its wholly owned Chinese subsidiaries that meets legal
and regulatory requirements,  while at the same time giving the corporate parent
significant direct and indirect control over operations.

Contracts, Licenses and Agreements

The Cooperation  Agreement by and between Gao Da and Long Teng provides for both
parties to use each other's  existing fiber network and related  infrastructures
and licenses to develop their  services in Beijing.  The  Cooperation  Agreement
further  enables Da Chuan (a subsidiary of China Wi-Max) to obtain new customers
on  behalf  of Gao Da and for  collecting  fees  from and  issuing  invoices  to
customers.  The Cooperation  Agreement provides for Gao Da to pay on a quarterly
basis 3% of the revenue received from the services sold by Da Chuan on behalf of
Gao Da to Long Teng.

The cooperation  agreement  between Da Chuan and Gao Da provides for Da Chuan to
pay Gao Da 1% of the net revenues  collected by Da Chuan  resulting from the use
of Gao Da's assets.  The  contract  between Da Chuan and Shi Dai provides for Da
Chuan to pay Shi Dai 10% of the net revenues collected by Da Chuan for customers
using the network assets held by Shi Dai.

China  Wi-Max  has  access  to three  metropolitan  area city  5.8GHz  frequency
licenses,  held by Gao Da, which were  granted from the Ministry of  Information
Industry (MII) offices of Beijing, Hangzhou and Shanghai, through its intangible
contractual rights with Gao Da. The coverage is the administrative  area of each
city government. The frequency range of the licenses is from 5725MHz-5850MHz.

According to the National Radio Stations Frequency  Occupation Charging Standard
the license holder must pay the following annual fees for spectrum use:

     o    For microwave  station  frequencies below 10GHz, the charge is 40 Yuan
          per station in operation,  per MHz per year, for example,  if the base
          station  working  frequency is 4MHz x 40RMB/Year or 8MHz x 40RMB/Year.
          In Beijing: x 1(yr), Shanghai: x 3(yr); Hangzhou: x 2(yr)

Three license usage period:

Beijing: January 7, 2008 through December 1, 2010
Hangzhou: November 1, 2007 through October 30, 2009
Shanghai: June 1, 2008 through May 31, 2011

National radio frequency usage regulations:

During  the  license-effective  period,  base  stations  set up and  used in the
network  have to be  registered  at local  MII  offices.  One month  before  the
expiration  date of each  license,  there is a  requirement  to apply for annual
inspection  and submit a renewal fee for each  station.  It is not  necessary to
reapply for licenses and no limitation exists on the number of base stations set
up.

Da Chuan may use Wi-Fi for internal  distribution of broadband within buildings.
Public Wi-Fi (Wi-Fi existing outside of a structure)  requires  registration and
associated  fees;  Wi-Fi  existing  within a  structure  is  exempted  from said
requirements. As a result no Wi-Fi registration is currently contemplated.

                                       7
<PAGE>

Current Services Offered

China  Wi-Max  began  offering  broadband  access  services  in China,  starting
September,  2008.  The initial  high speed  broadband  internet  connections  in
Beijing are available on a pilot basis and are not yet revenue generating.

Service Delivery

China Wi-Max began deploying and delivering  optical fiber network services on a
pilot basis via its 100% owned subsidiaries and their contract  relationships in
September 2008. This initial  deployment began in Beijing,  where the Company is
validating network performance. Service to customers is available through direct
connections to the optical fiber.  Connections  over licensed radio spectrum are
to begin in 2009.  Services  to be  offered  to  customers  include  high  speed
broadband Internet access,  Voice-over Internet Protocol,  or VoIP, bandwidth on
demand,   bandwidth  redundancy,   virtual  private  networks  (VPNs),  disaster
recovery,  bundled  data,  and video  services.  Reviews of, and  testing  with,
multiple equipment vendors to determine  performance,  availability,  price, and
ability to scale within each market and across multiple markets are currently in
process. China Wi-Max used proceeds it has raised through its convertible bridge
loan to set up this initial  Beijing  network.  The Board has authorized up to a
100% oversubscription  (additional $1,000,000), and the $1.0 million convertible
bridge loan is expected to be completed or otherwise closed in the first half of
2009.  The initial cost of equipment  and  installation  of the base network was
approximately  $100,000,  with an additional cost of  approximately  $100,000 to
provide for router and interconnect redundancy.

China  Wi-Max's  wholly owned  Chinese  subsidiaries  plan to tailor and deliver
their  service  offerings  to satisfy  customer  needs  based  principally  upon
customer  size  through  its  subsidiary   companies.   For  small   businesses,
China-Wi-Max  subsidiaries offer connection packages ranging from 1,500,000 bits
per second (the speed of a traditional T-1 telephone line) to 5,000,000 bits per
second.  For medium sized  businesses,  packages ranging from 5,000,000 bits per
second to 10,000,000 bits per second are offered.  Large  businesses are offered
connection  packages  ranging from 10,000,000  bits per second to  1,000,000,000
bits per second. Upon completion of the initial pilot phase, it will be possible
for client  companies  to increase  their  bandwidth at any time in a variety of
bits per second  increments to meet the demands of these respective  businesses.
Such upgrades  should  typically be possible  without  necessitating  additional
installation or equipment charges. Furthermore,  regardless of business size and
connection  package,  China Wi-Max  subsidiaries  will seek to guarantee uptime,
latency, and throughput that meets or exceeds local industry standards.

Target Markets

China Wi-Max's initial ten target markets represent  approximately eight percent
of the population of China. The initial municipal market areas are:



                                       8
<PAGE>

                                 Current Markets

                                                       Approximate
        Metropolitan Area                         Market Population

        Beijing - Network operating                      16,000,000
        Hangzhou - Company
        subsidiary owns fiber and access
        to wireless spectrum                              6,600,000

                           Future Target Markets
        Shanghai                                         17,100,000
        Chongqing                                        12,000,000
        Shenzhen                                          9,000,000
        Dalian                                            5,800,000
        Qingdao                                           7,000,000
        Guangzhou                                        13,500,000
        Xi'an                                             4,000,000
        Tianjin                                           7,200,000
                                                 -------------------
        Totals                                           98,200,000
                                                 ===================

Competition
-----------

The market for broadband services is highly competitive,  and includes companies
that  offer a  variety  of  services  using a  number  of  distinctly  different
technological platforms, such as cable networks, DSL, third-generation cellular,
satellite,  wireless Internet service,  and other emerging  technologies.  China
Wi-Max's wholly owned Chinese  subsidiaries  compete with these companies on the
basis of the portability, ease of use, speed, and respective price of services.

Many telecom carriers are offering non-cable internet services. These companies,
like China Unicom (a telecom carrier),  are dominant broadband service providers
in most of China Wi-Max's target cities. In this sense,  local telecom broadband
service  providers  represent China Wi-Max's  wholly owned Chinese  subsidiaries
major competitors for its broadband services.

While  telecom  carriers hold "last mile access," like fixed phone lines to most
urban  households,  the Company  believes that cable  operators  enjoy a greater
competitive  advantage  by  owning  last  mile  connections  of  a  much  larger
bandwidth. In urban areas targeted by China Wi-Max, a large number of households
have both fixed  phone line and cable  television  access.  Many of these  homes
currently  have phone line based  internet  access.  These cable  companies  are
somewhat  handicapped  in  their  offerings  by the  regulatory  differences  of
Ministry of Information Industry (MII), which regulates the telecom industry and
the State Administration of Radio, File and Television (China) ("SARFT"),  which
regulates the radio and television broadcasting industry.

         Incumbent Telephone Companies

The  Company's   wholly  owned  Chinese   subsidiaries   face  competition  from
traditional wire line operators in terms of price, performance, discounted rates
for bundles of services, breadth of service, reliability,  network security, and
ease of access and use. In particular,  these  competitors  include  traditional
wire line companies like China Telecom, China Mobile and China Unicom.

                                       9
<PAGE>

Local telecom carriers are actively marketing broadband services on national and
provincial,  as well as local levels in China.  China Wi-Max  believes  that its
wholly  owned  Chinese  subsidiaries  could  add  Voice-over  Internet  Protocol
telephony service (known as "VOIP) to Broadband services it offers.  While China
Wi-Max's  wholly  owned  Chinese  subsidiaries  do not  currently  have plans to
provide VOIP service in the near future, the Company anticipates that, should it
ever wish to enter into this business,  it would do so with a strategic  partner
(and subsequent to People's Republic of China,  hereinafter  referred to as PRC,
regulatory  approval).  China Wi-Max  estimates  that  expansion to include this
service feature would take 9 to 12 months should it be deemed  worthwhile in the
future.

         Cable Modem and DSL Services

China  Wi-Max's  wholly owned Chinese  subsidiaries  compete with companies that
provide Internet connectivity through cable modems or DSL. Principal competitors
include cable  companies,  such as China Cable  Television  Network and Shanghai
Cable TV, although the broadband  competition  from cable has not been nearly as
robust as from DSL. There are many cable  companies,  but most have a relatively
small number of users.  Incumbent  telephone  companies,  such as China Telecom,
China  Mobile  and China  Unicom  have been  aggressively  adding  capacity  and
upgrading  the  speed of  their  DSL  networks.  Both the  cable  and  telephone
companies deploy their services over wired networks initially designed for voice
and one-way data  transmission  that have  subsequently been upgraded to provide
for additional services.

         Cellular and PCS Services

Cellular carriers are seeking to expand their capacity to provide data and voice
services in  competition  with the services  provided by China  Wi-Max's  wholly
owned  Chinese   subsidiaries.   These  providers  have  substantially   broader
geographic coverage than China Wi-Max's subsidiaries  currently have (and expect
to have in the foreseeable future). If one or more of these providers can deploy
technologies  that  compete   effectively  with  China  Wi-Max's   subsidiaries'
services,  the mobility and coverage offered by these carriers will provide even
greater  competition  than is currently  faced.  Today's more advanced  cellular
technologies,  such as 3G,  currently offer  broadband  service with data packet
transfer speeds of up to 2,000,000 bits per second for fixed  applications,  and
slower speeds for mobile applications.

         Wireless Broadband Service Providers

China Wi-Max's  wholly owned Chinese  subsidiaries  also face  competition  from
other  wireless  broadband  service  providers  that use licensed and unlicensed
spectrum.  In addition to these commercial  operators,  many local  governments,
universities,   and  other  governmental  or  quasi-governmental   entities  are
providing  or  subsidizing  "Wi-Fi"  networks.  There are  numerous  small urban
wireless  operations  offering  local services that could compete in some of the
present or planned geographic markets.

         Satellite

Satellite  providers,  such as China  Telecom  Distant  Communication  and China
Satcom,  offer broadband data services that address a niche market,  mainly less
densely  populated  areas that are unserved or underserved by competing  service
providers. Although satellite offers service to a large geographic area, latency
caused by the time it takes for the  signal to travel to and from the  satellite
may challenge  satellite  providers'  ability to provide some services,  such as
VoIP and online gaming, which reduces the size of the addressable market.

         Other

China Wi-Max  believes  other emerging  technologies  may also seek to enter the
broadband services market. For example, China Wi-Max is aware that several power
generation  and  distribution  companies  are seeking to develop or have already
offered  commercial  broadband  Internet  services over existing  electric power
lines.


                                       10
<PAGE>

Competitive Features of China Wi-Max Plans
------------------------------------------

Despite facing substantial  existing and prospective  competition,  China Wi-Max
believes  that its  wholly  owned  Chinese  subsidiaries  will  possess  several
competitive  advantages that will allow them to attract new customers and retain
these customers over time. These advantages include:

         Reliability
         -----------

Compared  to  cellular,  cable  and  DSL  networks  that  generally  rely  on an
infrastructure originally designed for non-broadband purposes, the optical fiber
and  wireless  networks  operated by China  Wi-Max's  subsidiaries  are designed
specifically  to support  broadband  services.  When the networks are  deployed,
customers  will  connect  through the  optical  network,  which will  connect at
carrier  interconnection  points along the network,  thereby  eliminating single
points of failure.  The network is intended to deliver at least 99%  reliability
rates with true redundancy.

         Value
         -----

China Wi-Max, through its wholly owned subsidiaries, owns its entire fiber optic
network and has access to wireless  spectrum in each market.  This should result
in a very price  competitive  solution.  Utilizing  the owned fiber rings should
result in lower or no local loop costs.

         Economic Model
         --------------

After  initially  bringing the fiber optic  network into  operation,  a "Success
Based Capital  Approach" is to be used,  which will enable  capital assets to be
acquired and installed as customers are added.  There is no need to pre-build an
extensive  network before customers are added.  Utilizing the core fiber network
and  extending it through use of wireless base  stations  should  provide a cost
advantage by minimizing the number of  interconnection  points and providing for
lower cost high bandwidth  interconnection contract costs. This should result in
incremental savings in its build-out costs as the subscriber base grows.

Principal Chinese Government Regulations
----------------------------------------

China  Wi-Max's  operations in China will be carried out by wholly owned Chinese
subsidiary companies, formed or purchased by China Wi-Max, as follows:
     -    Beijing Yuan Shan Da Chuan Business Development Ltd., (Da Chuan)
     -    Beijing Yuan Shan Shi Dai Technology CO, Ltd. (Shi Dai)

Da Chuan is a wholly owned foreign  subsidiary and is governed by laws including
the Law of the People's  Republic of China on Foreign  Capital  Enterprises  and
related regulations.

Shi Dai was  acquired  through  share  purchases,  and will be  governed  by the
Chinese  Administrative  Regulation on Foreign  Investment in  Telecommunication
Enterprise,  Regulations for Merger with and Acquisition of Domestic Enterprises
by  Foreign   Investor,   and  Law  of  the   People's   Republic  of  China  on
Chinese-foreign Equity Joint Ventures and other related laws and regulations.

The Regulations set forth the requirements for establishing wholly owned foreign
entities,   acquiring   Chinese   companies,    operating   as   a   value-added
telecommunications  enterprise  and identify the limits of  ownership,  types of
asset that may be owned based on  ownership  interest,  licensing  requirements,
capital  requirements,  etc.  As an  example,  to provide  regional  value-added
telecommunications services, a company must have a minimum registered capital of
one million RMB. China Wi-Max retained legal council in China to assist with the
development of its operating plan and corporate structure. China Wi-Max has been

                                       11
<PAGE>

assured by legal council that the current corporate  structure,  operating plan,
and  associated  licensing  will enable  China  Wi-Max's  wholly  owned  Chinese
subsidiary  companies  to deliver  value-added  telecommunications  services  in
China, and more specifically Beijing (initially).

The Company has complete control over its 100% owned subsidiaries,  Da Chuan and
Shi Dai, in China. Its business partners which hold  telecommunications  related
licenses  under  Chinese  Law,  Gao  Da  and  Long  Teng,  are  not  able  to be
"controlled" by the Company  through equity,  except that the contracts with Gao
Da and Long Teng are expected to be  enforceable,  the Company  believes,  under
current  Chinese  law,  to  provide  for  revenue  sharing,  license  access and
enterprise management.

Intellectual Property and Other Agreements
------------------------------------------

China Wi-Max and its wholly owned  Chinese  subsidiaries  are not a party to any
royalty agreements, labor contracts, or franchise agreements and, other than the
Company's wholly owned Chinese subsidiaries right to own and operate networks to
provide value-added  telecommunication  services, the Company does not currently
own any trademarks. China Wi-Max intends to apply for trademarks for the regions
in which the Company operates,  including, but not limited to, the business logo
and service description tagline.

Development Activities
----------------------

China Wi-Max's investment in assets held by Gao Da and Shi Dai was approximately
$490,000 in 2007 and $895,000 in 2008 for the  acquisition of licensed  wireless
access and fiber optic cable  assets.  China  Wi-Max does not foresee  expending
material sums on research and development in the near future.

Industry Structure and Government Regulation
--------------------------------------------

There are various  barriers to entry into the cable or internet service provider
business in China,  and to  expansion  of China  Wi-Max's  value-added  services
provided by its wholly owned Chinese subsidiaries. These barriers stem from both
industry  barriers and  government  regulation.  The rates  charged and services
provided by China Wi-Max's subsidiaries are subject to government regulation and
approval.

Lack of Economies of Scale
--------------------------

Up until 2005,  China had over 2,000  independent  cable  operators on different
levels.  While SARFT pushed hard from the national  level for  consolidation  of
cable networks into one singular national entity,  current  consolidation occurs
mostly on a provincial platform. Among the 30 provinces, consolidation practices
remain highly  variable with respect to specific  efforts and  processes.  China
Wi-Max  believed most cable operators in China still lack the economies of scale
to systematically  introduce value-added services that can significantly upgrade
average revenue per user (ARPU).

Other Barriers to Entry
-----------------------

China Wi-Max believes, through its wholly owned Chinese subsidiaries, it is in a
favorable  position to acquire the network assets it seeks at attractive prices.
This  belief has been  substantiated  to an extent by  successful  purchases  of
optical  fiber and access to wireless  licenses in Beijing and  Hangzhou.  China
Wi-Max is confident of its  advantage  over some  competitors,  having spent the
past  several  years  cultivating  relationships  deemed to be  essential to the
Company's  business  prospects  in China.  In China  specifically,  bureaucratic
obstacles can represent significant inhibitors to a fledging corporation.  Other
more generic concerns include the acquisition of materials and the establishment
of  a   technological   platform  from  which  to  operate.   Generally,   these
opportunities  and entities from which to purchase  installed fiber in China are
limited. Just as in the United States,  wire-line companies do not normally sell
their  fiber  assets  to  potential   competitors,   minimizing   non-government
purchasing  opportunities.  Alternatively,  there exists clear  opportunities to
build fiber networks,  however,  such an undertaking would require several years
of  procuring  approvals,  rights  of way,  and  construction,  which  would  be
prohibitively   expensive  in  metropolitan   areas  that  are  already  densely
developed. China Wi-Max's careful cultivation of relationships within China aids

                                       12
<PAGE>

in effectively  navigating these concerns.  Finally,  China Wi-Max,  through its
wholly owned Chinese  subsidiaries is acquiring  access to  significantly  broad
blocks of spectrum.  China Wi-Max believes if wholly owned Chinese  subsidiaries
effectively  implement  and utilize this  spectrum,  they will be able to retain
access to a large block of bandwidth for a significant period of time.

Material Contracts
------------------

Service agreements between:
     1.   Da Chuan and Shi Dai
     2.   Da Chuan and Gao Da
     3.   Gao Da and Long Teng

On December 17,  2008,  China Wi-Max  Communications,  Inc. and Wang Zheng,  the
holder of all shares of Gao Da,  signed an Amended and Restated  Declaration  of
Trust.

On December  17, 2008 China  Wi-Max  Communications,  Inc.  also  entered into a
Security and Pledge  Agreement with the sole  shareholder of Beijing Gao Da Yang
Guang Communication Technology,  Ltd., whereby this shareholder has pledged 100%
of the issued and  outstanding  common stock of Gao Da as  collateral  to secure
certain loans and advances made by China Wi-Max.


ITEM 1A.  RISK FACTORS
----------------------

                                  Risk Factors

                          GENERAL BUSINESS RISK FACTORS

China Wi-Max is a development stage company and unproven and therefore should be
--------------------------------------------------------------------------------
considered speculative and highly risky to investors.
----------------------------------------------------

China  Wi-Max has only very  recently  embarked on the business  plan  described
herein.  Potential  investors  should  be aware  of the  risk  and  difficulties
encountered  by a new  enterprise  in  the  wired  and  wireless  communications
business in China,  especially in view of the intense  competition from existing
businesses in the industry.

China  Wi-Max has a lack of revenue  history  and  investors  cannot  view China
--------------------------------------------------------------------------------
Wi-Max's past performance since it is a start-up company.
--------------------------------------------------------

China Wi-Max Communications,  Inc. was formed on July 5, 2006 for the purpose of
engaging in any lawful  business and has adopted a plan to take advantage of the
expanding  broadband  communications  needs in China  through  fiber  optic  and
wireless delivery. There is no assurance that China Wi-Max's intended activities
will be  successful or result in  significant  revenue or profit to the Company.
China Wi-Max faces all risks that are associated with any new business,  such as
under-capitalization,  insufficient  cash  flow  and  personnel,  financial  and
resource  limitations,  as well as special  risks  associated  with its proposed
operations. There is no assurance that it will be successful in implementing its
business plan described herein.

China  Wi-Max has no operating  history and no revenue and minimal  assets which
--------------------------------------------------------------------------------
may impair its  ability to raise  capital,  to sustain  operations,  which could
--------------------------------------------------------------------------------
cause failure of the Company.
----------------------------

China  Wi-Max is  considered  a  "start-up"  operation,  and as such,  it has no
operating history, no revenue and no earnings from operations.  China Wi-Max has
minimal assets and limited  financial  resources.  China Wi-Max will continue to
sustain operating  expenses without  corresponding  revenues,  at least until it
further  develops its operating  subsidiaries  in The Peoples  Republic of China
("PRC"),  which is not expected to occur until it receives  sufficient  proceeds
from additional capital raising.  China Wi-Max has incurred a net operating loss


                                       13
<PAGE>

that will continue  until China Wi-Max has more fully  implemented  its business
plan and is  producing  sufficient  revenues  to  break  even.  There  can be no
assurance  that China  Wi-Max's  operations  will become  profitable in the near
future, or at all.

China Wi-Max's auditors have issued a "going concern" emphasis  paragraph to its
--------------------------------------------------------------------------------
opinion which  indicates  that the Company does not have adequate cash resources
--------------------------------------------------------------------------------
or cash flow based on its  financial  statements to insure its  continuation  in
--------------------------------------------------------------------------------
business.
--------

China Wi-Max's  independent  registered  public  accounting firm's report on the
Company's  financial  statements  as of December 31, 2008 and December 31, 2007,
and for the periods then ended,  includes an  explanatory  paragraph  expressing
substantial  doubt about China Wi-Max's  ability to continue as a going concern.
As a result of this going concern modification in the Company's auditor's report
on China Wi-Max's  financial  statements,  the Company may have a difficult time
obtaining significant additional financing.  If China Wi-Max is unable to secure
significant  additional  financing,   the  Company  may  be  obligated  to  seek
protection  under the  bankruptcy  laws and China Wi-Max  shareholders  may lose
their investment.

China  Wi-Max has a  shortage  of working  capital  in the  future  which  could
--------------------------------------------------------------------------------
jeopardize its ability to carry out the business plan.
-----------------------------------------------------

China Wi-Max's capital needs consist primarily of operating  overhead for itself
and its Chinese  subsidiaries  and funds for the purchase of fiber and access to
spectrum in additional cities in China, herein identified,  and could require in
excess of  $9,000,000  in the next twelve  months.  Such funds are not currently
committed,  and China Wi-Max has cash as of December  31, 2008 of  approximately
$147,000.

China  Wi-Max and its  Chinese  subsidiaries  have no  operating  history and no
revenue  and it may be  unlikely  that  China  Wi-Max  will  raise the  required
additional working capital from any source.

China  Wi-Max may in the future  issue more  shares  which could cause a loss of
--------------------------------------------------------------------------------
control by the Company's present management and current stockholders.
--------------------------------------------------------------------

China Wi-Max may issue further shares as consideration for the cash or assets or
services  out of its  authorized  but  unissued  common  stock that would,  upon
issuance,  represent a majority of the voting  power and equity of the  Company.
The result of such an issuance  would be those new  stockholders  and management
would  control the  Company,  and persons  unknown  could  replace  China Wi-Max
current  management.  Such an  occurrence  would  result  in a  greatly  reduced
percentage  of ownership of the Company by China  Wi-Max  current  shareholders,
which could present significant risks to investors.

China  Wi-Max is not  diversified  and it will be dependent on only one business
--------------------------------------------------------------------------------
which increases risks of loss to investors.
------------------------------------------

Because of the limited financial  resources that the Company has, it is unlikely
that China Wi-Max will be able to diversify its  operations  beyond its intended
and current Chinese  operations.  The Company's  probable inability to diversify
its  activities  into more than one area will  subject  the  Company to economic
fluctuations  within  the  telecommunications  industry  in China and  therefore
increase   the   risks   associated   with  its   operations   due  to  lack  of
diversification.

China  Wi-Max  will  depend  upon full and  part-time  management  and  minority
--------------------------------------------------------------------------------
shareholders  will have no direct  participation  in management and very limited
--------------------------------------------------------------------------------
ability to influence.
--------------------

As of December 31, 2008,  China Wi-Max has five  individuals  who are serving as
its officers,  directors and managers. Dr. Allan Rabinoff,  Chairman, and George
E. Harris,  President,  are working  full-time  for the Company  while the other
officers,  managers and consultants typically work 10 to 30 hours per week, each
on a part-time basis. Two directors are also acting as Company  officers.  China
Wi-Max will be heavily dependent upon their skills,  talents, and abilities,  as
well as several  consultants to the Company, to implement its business plan. The
inability of the officers,  directors and  consultants to devote their full-time
attention  to the  business  may  result in  slower  progress  implementing  the
Company's  business  plan.  Once China Wi-Max  receives  the  proceeds  from the
offering,  additional  staff and other  consultants may be employed on a full or

                                       14
<PAGE>

part-time  basis as required.  Investors will not be able to directly manage the
Company's  business.   As  such,  they  should  critically  assess  all  of  the
information  concerning the Company's officers and directors. A portion of China
Wi-Max's officers and directors are not employed full-time by the Company, which
could be detrimental to the business.

Some China Wi-Max  directors and officers are, or may become in their individual
capacities,  officers,  directors,  controlling  shareholders and/or partners of
other entities engaged in a variety of businesses. Thus, the Company's part-time
officers and  directors  may have  potential  conflicts  including the amount of
their time and effort  provided to China Wi-Max due to their time  commitment to
other business  entities.  Some officers and directors of the Company's business
are engaged in business  activities  outside of the  Company's  business and the
amount of time they devote as officers and  directors  to China Wi-Max  business
may be limited.

China Wi-Max does not know of any reason other than outside  business  interests
that would prevent the current  part-time  officers and directors  from devoting
full-time  to  the  Company,   when  the  business  may  demand  such  full-time
participation.

China  Wi-Max  officers  and  directors  may have  conflicts  of interests as to
--------------------------------------------------------------------------------
corporate  opportunities  which  the  Company  may  not be able  or  allowed  to
--------------------------------------------------------------------------------
participate  in which is a risk to investors, because the officers and directors
--------------------------------------------------------------------------------
may not devote their exclusive efforts to the Company.
-----------------------------------------------------

Presently  there  is no  requirement  contained  in the  Company's  Articles  of
Incorporation,  Bylaws,  or minutes which requires officers and directors of the
Company's business to disclose to the Company business  opportunities which come
to their  attention.  China Wi-Max  officers and directors do,  however,  have a
fiduciary  duty of  loyalty  to China  Wi-Max to  disclose  to the  Company  any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and  director  of another  company.  China  Wi-Max has no  intention  of
merging with or acquiring  business  opportunities from any affiliate or officer
or director. (See "Conflicts of Interest" at page 51).

China  Wi-Max  may,  in the  future,  issue  debt  having  priority,  which,  if
--------------------------------------------------------------------------------
foreclosed, could cause loss of some or all of the Company's assets or business.
-------------------------------------------------------------------------------

While  management has no immediate plans to issue any securities that would have
a higher  priority in terms of  repayment  or be secured by Company  assets than
those unsecured  Convertible Notes previously sold or currently  offered,  these
plans may change in the future.  In the event of a China  Wi-Max  default on its
obligations  to repay all sums due  pursuant to the  existing  Notes,  investors
herein  will  have the  same  rights  as any of the  Company's  other  unsecured
creditors  and the  assets of the  Company at that time may be  insufficient  to
repay all of its creditors in full.

China Wi-Max's  proposed  operations are dependent  upon  implementation  of its
--------------------------------------------------------------------------------
business  plan in China,  and  failure to  successfully  execute  the plan could
--------------------------------------------------------------------------------
jeopardize investors in the Company.
-----------------------------------

A substantial  portion of the future  capital  raising will be allocated for the
capital  necessary to fund existing  wholly owned  subsidiaries  in China and to
form  additional  partially or wholly owned foreign  enterprises in China and on
proposed  asset  acquisitions  and  operating  costs for these  companies in The
Peoples  Republic  of China.  The  success of China  Wi-Max's  proposed  plan of
operation  will depend,  to a great extent,  on China Wi-Max  ability to acquire
interests  in  companies   and  assets  in  China  and  may  entail   unforeseen
circumstances  that  cannot  be  specifically  cited  as of  the  date  of  this
Registration Statement.  Unless China Wi-Max successfully  consummates offerings
of its common  stock or other  financings  to  successfully  grow  China  Wi-Max
business  operations  described herein,  investors may lose all or a substantial
portion of their investment herein.

China  Wi-Max  may not be able to manage  its growth  effectively,  which  could
--------------------------------------------------------------------------------
adversely affect the Company's operations and financial performance.
-------------------------------------------------------------------

The  ability to manage and  operate the  Company's  business as it executes  its
development and growth  strategy will require  effective  planning.  Significant
rapid growth could strain China Wi-Max internal resources,  and exacerbate other
problems that could adversely affect China Wi-Max financial  performance.  China
Wi-Max  expects that its efforts to grow will place a significant  strain on its
personnel,  management  systems,  infrastructure  and  other  resources  in  the
immediate  future.  The ability to manage  future growth  effectively  will also

                                       15
<PAGE>

require the Company to successfully attract, train, motivate, retain, and manage
new  employees,  and continue to update and improve the  Company's  operational,
financial,  and  management  controls and  procedures.  If China Wi-Max does not
manage its growth  effectively,  its  operations  could be  adversely  affected,
resulting in slower growth and a failure to achieve or sustain profitability.

China  Wi-Max may depend upon  outside  advisors,  who may not be  available  on
--------------------------------------------------------------------------------
reasonable terms and as needed.
------------------------------

To supplement the business experience of its officers and directors, the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
engineers, or other consultants or advisors.  Management, without any input from
stockholders,  will make the selection of any such advisors.  Furthermore, China
Wi-Max  anticipates  that such persons  will be engaged on an "as needed"  basis
without a continuing  fiduciary or other obligation to the Company. In the event
China Wi-Max  considers it necessary to hire outside  advisors,  it may elect to
hire  persons  who are  affiliates,  if they are able to  provide  the  required
services.

China  Wi-Max  may  not  voluntarily   implement  various  corporate  governance
--------------------------------------------------------------------------------
measures,  in the absence of which,  stockholders  may have reduced  protections
--------------------------------------------------------------------------------
against insider director transactions, conflicts of interest and other matters.
------------------------------------------------------------------------------

At this  time,  China  Wi-Max  is not  subject  to any law,  rule or  regulation
requiring  that it  adopt  any of the  corporate  governance  measures  that are
required  by the rules of  national  securities  exchanges  or  NASDAQ,  such as
independent directors and audit committees.  It is possible that, if the Company
were to adopt some or all of the  corporate  governance  measures,  stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were  being  made  by  disinterested   directors  and  that  policies  had  been
implemented to define responsible conduct.  Prospective investors should bear in
mind China Wi-Max's current lack of corporate governance measures in formulating
their investment decisions.

The success of China Wi-Max's business is dependent on its ability to retain the
--------------------------------------------------------------------------------
Company's  existing key employees and to add and retain senior officers to China
--------------------------------------------------------------------------------
Wi-Max's management.
-------------------

China  Wi-Max  depends  on  the  services  of its  existing  key  employees,  in
particular Dr. Allan Rabinoff,  Chairman, and George E. Harris, President. These
persons may also pursue other business  opportunities.  China  Wi-Max's  success
will largely  depend on its ability to retain these key employees and to attract
and retain qualified senior and mid-level managers to its management team. China
Wi-Max  also does not have a  full-time  internal  Chief  Financial  Officer  or
financial controller for the consolidated companies.  China Wi-Max has recruited
executives  and  management  in China to assist  in its  ability  to manage  the
business and to recruit and oversee  employees.  While China Wi-Max  believes it
offers  compensation  packages that are consistent with market  practice,  China
Wi-Max  cannot be  certain  that it will be able to hire and  retain  sufficient
personnel to support its broadband  business.  The loss of any of China Wi-Max's
key  employees  would  significantly  harm its  business.  China Wi-Max does not
maintain key person life insurance on any of its employees.

                 RISK FACTORS RELATED TO DOING BUSINESS IN CHINA

China  Wi-Max will be  materially  reliant on revenues  from  operations  in the
--------------------------------------------------------------------------------
Peoples  Republic of China.  There are significant  risks  associated with doing
--------------------------------------------------------------------------------
business in the PRC that may cause an investor to lose the entire  investment in
--------------------------------------------------------------------------------
the Company.
-----------

If China Wi-Max is successful in implementing  its business plan, of which there
is no assurance,  the Company's growth and success will be tied to operations of
operating subsidiaries acquired by the Company in the PRC. Therefore, a downturn
or  stagnation  in the economic  environment  of the PRC could have a materially
adverse  effect on the  Company's  financial  condition  that could  result in a
significant loss of revenues and liquidity in future periods.

China Wi-Max cannot assure that the current Chinese  policies of economic reform
--------------------------------------------------------------------------------
will continue, and due to this uncertainty, there are significant economic risks
--------------------------------------------------------------------------------
associated with doing business in China.
---------------------------------------

                                       16
<PAGE>

Although  the  majority of  productive  assets in China are owned by the Chinese
government,  in the past several years the government has  implemented  economic
reform  measures  that  emphasize  decentralization  and  encourage  private and
foreign business ownership and operation.  In keeping with these economic reform
policies,  the PRC has been openly  promoting  business  development in order to
bring more  foreign  businesses  into the PRC.  Because  these  economic  reform
measures may be inconsistent or ineffectual, there are no assurances that:

     o    the Chinese  government  will continue its pursuit of economic  reform
          policies;
     o    the economic policies, even if pursued, will be successful;
     o    economic policies will not be significantly altered from time to time;
          and
     o    business  operations  in China will not become  subject to the risk of
          nationalization.

Even if the Chinese government  continues its policies of economic reform, China
Wi-Max may be unable to take advantage of these  opportunities in a fashion that
will provide  financial  benefit to the  Company.  China  Wi-Max's  inability to
sustain its proposed operations in China could result in a significant reduction
in the Company's  future  revenues  that would result in  escalating  losses and
liquidity concerns.

China's economy has experienced  significant growth in the past decade, but such
growth has been uneven  across  geographic  and  economic  sectors and has shown
recent  slowing.  There can be no assurance that relative  growth rates will not
further  decrease or that any economic  slowdown will not have a negative effect
on the Company's  proposed  business.  The Chinese economy is also  experiencing
deflation  which may continue in the future.  China Wi-Max cannot assure that it
will be able to  capitalize  on these  economic  reforms,  assuming  the reforms
continue.  Given that China  Wi-Max will be  materially  reliant on its proposed
operations  in the PRC, any failure on the Company's  part to take  advantage of
the growth in the Chinese  economy will have a materially  adverse effect on the
results of its operations and liquidity in future periods.

China Wi-Max will be subject to risks  associated with the conversion of Chinese
--------------------------------------------------------------------------------
Renminbi (RMB) into U.S. dollars,  over which it has no control, and any Chinese
--------------------------------------------------------------------------------
government  artificial control of the exchange rate may cause the Company losses
--------------------------------------------------------------------------------
of value when gauged in U.S. dollars.
------------------------------------

If China Wi-Max is successful in implementing  its business plan, of which there
is no assurance, it will generate revenues and incur expenses and liabilities in
both Chinese RMB and U.S.  dollars.  Since 1994, the official  exchange rate for
the conversion of Chinese RMB to U.S.  dollars has generally been stable and the
Chinese RMB has appreciated  slightly against the U.S. dollar. In the past year,
the RMB has appreciated  quite rapidly against the dollar.  China Wi-Max has not
entered into  agreements  or purchased  instruments  to hedge its exchange  rate
risks, although it may do so in the future. China Wi-Max's results of operations
and financial  condition  may be negatively  affected by changes in the value of
Chinese RMB.

If shareholders  sought to sue China Wi-Max's  officers or directors,  it may be
--------------------------------------------------------------------------------
difficult  to obtain  jurisdiction  over the  parties  and  access to the assets
--------------------------------------------------------------------------------
located in the PRC.
------------------

It may be difficult,  if not impossible,  to acquire  jurisdiction over officers
and directors  residing outside of the United States in the event that a lawsuit
is initiated  against such officers and directors by  shareholders in the United
States.  It also is unclear if  extradition  treaties now in effect  between the
United  States  and the PRC  would  permit  effective  enforcement  of  criminal
penalties of the federal  securities  laws.  Furthermore,  because a substantial
amount of China  Wi-Max's  assets are located in the PRC, it would be  extremely
difficult  to access  those  assets to satisfy an award  entered  against  China
Wi-Max in a United  States  court.  Moreover,  China  Wi-Max is not aware of any
treaties  between the PRC and the United  States  providing  for the  reciprocal
recognition and enforcement of judgments of courts.  As a result,  it may not be
possible for  investors  in the U.S. to enforce  their legal  rights,  to effect
service of process upon China  Wi-Max's  directors  or  officers,  or to enforce
judgments  of  U.S.  courts  predicated  upon  civil  liabilities  and  criminal
penalties of its directors and officers under Federal securities laws.

The Chinese  government could change its policies toward,  or even  nationalize,
--------------------------------------------------------------------------------
private enterprise,  which could reduce or eliminate the interests held in China
--------------------------------------------------------------------------------
Wi-Max.
------

                                       17
<PAGE>

Over the past several years, the Chinese  government has pursued economic reform
policies,  including  the  encouragement  of  private  economic  activities  and
decentralization of economic regulation. The Chinese government may not continue
to pursue  these  policies  or may  significantly  alter them to China  Wi-Max's
detriment from time to time without  notice.  Changes in policies by the Chinese
government that result in a change of laws,  regulations,  their interpretation,
or  the  imposition  of  high  levels  of  taxation,  restrictions  on  currency
conversion  or imports,  and sources of supply could  materially  and  adversely
affect China Wi-Max's business and operating  results.  The  nationalization  or
other  expropriation  of private  enterprises  by the Chinese  government  could
result in the total loss of China Wi-Max's investment in China.

The Chinese government may nationalize certain businesses or otherwise alter its
--------------------------------------------------------------------------------
policy with respect to foreign  investment in China in a way that would prohibit
--------------------------------------------------------------------------------
or greatly hinder the Company's ability to do business in China.
---------------------------------------------------------------

While the Chinese government  currently advocates foreign investment into China,
socio-political  changes,  war or economic  changes and shifts could result in a
change in China's policy with respect to investment from non-Chinese businesses.
The government agencies,  for example, could prohibit ownership of businesses by
foreigners  or revoke  licenses  granted that China  Wi-Max is dependant  on, or
otherwise alter the Company's revenue sharing model. While China Wi-Max does not
believe that the  foregoing is likely in the near  future,  no assurance  can be
made that such events, all of which would adversely affect the Company, will not
occur.

Since China Wi-Max's assets and operating  subsidiaries  are located in the PRC,
--------------------------------------------------------------------------------
any  distribution  of dividends or proceeds from  liquidation are subject to the
--------------------------------------------------------------------------------
approval of the relevant PRC government agencies.  China Wi-Max is not likely to
--------------------------------------------------------------------------------
declare dividends in the near future.
------------------------------------

Because China Wi-Max's  assets are  predominantly  located inside the PRC, China
Wi-Max is subject to the law of the PRC in determining dividends. Under the laws
governing  foreign invested  enterprises in the PRC,  dividend  distribution and
liquidation  are allowed but subject to special  procedures  under the  relevant
laws and rules.  Under current Chinese tax regulations,  dividends paid to China
Wi-Max are subject to a 10 percent  Chinese tax. In the future,  tax authorities
in China  could  amend or  interpret  the  regulations  in a manner  that  would
materially and adversely  affect the ability of China Wi-Max's  subsidiaries  to
pay  dividends  and  other  distributions  to  China  Wi-Max.  There is also the
possibility that other  regulatory  interpretations  by the Chinese  authorities
could  prohibit  China  Wi-Max  from  recording  revenues or  consolidating  its
financial statements in order to comply with SEC reporting obligations.

In addition,  Chinese legal restrictions permit payment of dividends only out of
net income as  determined in accordance  with Chinese  accounting  standards and
regulations. If China Wi-Max or its subsidiaries incur debt on its own behalf in
the future,  the instruments  governing the debt may restrict its ability to pay
dividends or make other distributions to China Wi-Max, which in turn would limit
China Wi-Max's ability to pay dividends on its common stock.

The  uncertain  legal  environment  in China could  limit the legal  protections
--------------------------------------------------------------------------------
available to China Wi-Max.
-------------------------

The Chinese legal system is a civil law system based on written statutes. Unlike
common law  systems,  it is a system in which  decided  legal  cases have little
value  as  precedent.  In the  late  1970s,  the  Chinese  government  began  to
promulgate a  comprehensive  system of laws and regulations  governing  economic
matters.  The overall effect of  legislation  enacted over the past 20 years has
significantly  enhanced the protections afforded to foreign invested enterprises
in  China.  However,  these  laws,  regulations,   and  legal  requirements  are
relatively  recent  and are  evolving  rapidly,  and  their  interpretation  and
enforcement  involve  uncertainties.  These  uncertainties could limit the legal
protections available to foreign investors such as China Wi-Max.

Fluctuation  in Chinese RMB exchange rates could  adversely  affect the value of
--------------------------------------------------------------------------------
China  Wi-Max's  stock and any cash dividend  declared for holders of its common
--------------------------------------------------------------------------------
stock.
-----

As China Wi-Max's operations are primarily in China, any significant revaluation
of the Chinese RMB may materially and adversely affect cash flows, revenues, and
financial  condition.  For  example,  to the extent that China  Wi-Max  needs to
convert United States dollars into Chinese RMB for  operations,  appreciation of
this currency  against the United States dollar could have a materially  adverse

                                       18
<PAGE>

effect  on  China  Wi-Max's  business,   financial   condition  and  results  of
operations.  Conversely,  if China  Wi-Max  decides to convert  Chinese RMB into
United States dollars for other  business  purposes and the United States dollar
appreciates  against this currency,  the United States dollar  equivalent of the
Chinese RMB that China Wi-Max converts would be reduced.

China  Wi-Max's  ability to bid for and  acquire  businesses  in new  regions is
dependent on favorable  exchange  rates between the U.S.  dollar and the Chinese
Renminbi.  The value of the  Renminbi  may  fluctuate  according  to a number of
factors. Since 1994, the exchange rate for RMB against the United States dollars
has remained relatively stable,  generally in the region of RMB 8.0 to US $1.00.
However, in 2005, the Chinese government  announced that would begin pegging the
exchange  rate of the Chinese RMB  against a number of  currencies,  rather than
just the U.S. dollar. Currently,  exchange rates are approximately RMB 6.8 to US
$1.00 resulting in an increased price for Chinese products to U.S purchasers. On
July 21,  2005,  as a result of the  Renminbi  rates  being  tied to a basket of
currencies,  the Renminbi was revalued and appreciated  against the U.S. dollar.
Additionally,  global events and expenditures that deflate the value of the U.S.
dollar will result in more expensive  purchase  prices of China based  entities.
There can be no assurance that such exchange rate will continue to remain stable
in the future. China Wi-Max's operating  subsidiaries revenues will be primarily
denominated in Renminbi and any fluctuation in the exchange rate of Renminbi may
affect the value of, and dividends, if any, payable on, China Wi-Max's shares in
foreign currency terms.

Restrictions  on currency  exchange may limit China Wi-Max's  ability to receive
--------------------------------------------------------------------------------
and use its revenues effectively.
--------------------------------

Because almost all of China Wi-Max's operating  subsidiaries future revenues may
be in the form of Renminbi,  any future  restrictions on currency  exchanges may
limit its ability to use  revenue  generated  in  Renminbi to fund its  business
activities outside China or to make dividend payments in U.S. dollars.  Although
the  Chinese  government  introduced   regulations  in  1996  to  allow  greater
convertibility  of the Renminbi for current  account  transactions,  significant
restrictions  still remain.  Current account  transactions  include  payments of
dividends and trade and service-related foreign exchange transactions.

In  contrast,  capital  account  transactions,   which  include  foreign  direct
investment and loans, must be approved by the State  Administration  for Foreign
Exchange,  or SAFE.  China Wi-Max cannot be certain that the Chinese  regulatory
authorities will not impose more stringent restrictions on the convertibility of
the Renminbi, especially with respect to foreign exchange transactions.

         RISKS RELATED TO THE TELECOMMUNICATIONS AND INTERNET INDUSTRIES
                        IN THE PEOPLE'S REPUBLIC OF CHINA

China  Wi-Max does not  currently  own any Chinese  subsidiary  with value added
--------------------------------------------------------------------------------
telecommunications   or  wireless   licenses  and  if  they  or  their  ultimate
--------------------------------------------------------------------------------
shareholders or control persons  violate China Wi-Max's  operating  subsidiaries
--------------------------------------------------------------------------------
contractual  arrangements with them, the Company's  business could be disrupted,
--------------------------------------------------------------------------------
China Wi-Max's reputation may be harmed, and China Wi-Max will have only limited
--------------------------------------------------------------------------------
rights and ability to enforce the Company's rights against these parties.
------------------------------------------------------------------------

The Company's  operations are currently  dependent upon the Company's  operating
subsidiaries  contractual  relationships with Gao Da and Long Teng. The terms of
these  agreements  are often  statements of general intent and do not detail the
rights and obligations of the parties.  Some of these contracts provide that the
parties will enter into further  agreements on the details of the services to be
provided. Others contain price and payment terms that are subject to adjustment.
These  provisions may be subject to differing  interpretations,  particularly on
the details of the  services to be provided and on price and payment  terms.  It
may be difficult for China Wi-Max's operating subsidiaries to obtain remedies or
damages from these companies or their ultimate  shareholders for breaching these
agreements.  Because China Wi-Max's operating subsidiaries rely significantly on
these  companies for their  business,  the realization of any of these risks may
disrupt China Wi-Max's operating subsidiaries operations or cause degradation in
the quality and service  provided by, or a temporary  or permanent  shutdown of,
the Company. China Wi-Max's operating subsidiaries initial Cooperation Agreement
(term of 2 years) that enables the Company to operate its value-added  services,
business,  and the  Exclusive  Service  Agreement  in  which  the  parties  will
cooperate  and  provide  each other  with  technical  services  related to their
businesses and access to use wireless  licenses,  is for a term of 20 years.  If

                                       19
<PAGE>

China Wi-Max's  operating  subsidiaries  are unable to renew these agreements on
favorable terms, or to enter into similar  agreements with other parties,  their
business  may not  expand  and China  Wi-Max  operating  subsidiaries  operating
expenses may increase.

Any increase in  government  regulation of the  telecommunications  and Internet
--------------------------------------------------------------------------------
industries  in China  may  result  in the  Chinese  government  requiring  China
--------------------------------------------------------------------------------
Wi-Max's  operating   subsidiaries  to  obtain  additional   licenses  or  other
--------------------------------------------------------------------------------
governmental approvals to conduct the their business which, if unattainable, may
--------------------------------------------------------------------------------
restrict China Wi-Max's operating subsidiaries operations.
---------------------------------------------------------

The telecommunications  industry, including Internet service providers (ISP), is
highly  regulated by the Chinese  government  with the main relevant  government
authority  being the Ministry of Information  Industry  (MII).  Prior to China's
entry into the World Trade Organization (WTO), the Chinese government  generally
prohibited  foreign  investors from  operating,  or taking equity  ownership of,
telecommunications  businesses.  ISP services were--and still are--classified as
value-added  telecommunications  services and therefore fell within the scope of
this prohibition.  This prohibition was partially lifted following China's entry
into  the WTO  allowing  foreign  investors  to now own up to 50%  interests  in
Chinese  businesses that are licensed to provide value added  telecommunications
services (a foreign  company can only own 49% of a Chinese  company with a basic
telecommunications  services  license).  In addition,  enterprises that are more
than 50% foreign  owned (and foreign  invested)  are currently not able to apply
for the required licenses for operating broadband services in China.

China  Wi-Max's  operating  subsidiaries  cannot  be  certain  that they will be
granted any of the  appropriate  licenses,  permits,  or  clearance  that may be
needed in the future. Moreover, China Wi-Max cannot be certain that any local or
national ISP or  telecommunications  license requirements will not conflict with
one another or that any given license will be deemed  sufficient by the relevant
governmental   authorities   for  the  provision  of  the  Company's   operating
subsidiaries services.

Until such time as China Wi-Max  acquires up to a 50% equity interest in a local
company  that has value  added  telecommunications  license(s),  China  Wi-Max's
operating  subsidiaries  must rely exclusively on contractual  arrangements with
their  Chinese   partners  and  their   approvals  to  operate  as  value  added
telecommunications  (ISP)  providers.  China Wi-Max  believes that its operating
subsidiaries  present  operations  are  structured  to comply with  Chinese law.
However,  many Chinese regulations are subject to extensive  interpretive powers
of governmental  agencies and  commissions.  China Wi-Max cannot be certain that
the  Chinese  government  will not take  action  to  prohibit  or  restrict  its
operating subsidiaries business activities. China Wi-Max cannot be certain as to
whether  the  Chinese   government  will  reclassify  China  Wi-Max's  operating
subsidiaries business as a media or retail company due to its acceptance of fees
for  Internet  access,   Internet   advertising,   online  games,  and  wireless
value-added  and other  services as sources of  revenues,  or as a result of its
current corporate structure.  Such  reclassification  could subject China Wi-Max
operating  subsidiaries to penalties or fines or place significant  restrictions
on their business.  Future changes in Chinese government  policies affecting the
provision of information  services,  including the provision of online services,
Internet  access,  e-commerce  services  and  online  advertising,   may  impose
additional  regulatory  requirements  on China  Wi-Max or its service  providing
subsidiaries or otherwise harm its business.

China  Wi-Max  operating  subsidiaries  may be  unable to  compete  successfully
--------------------------------------------------------------------------------
against new entrants and established industry competitors.
---------------------------------------------------------

The Chinese market for telecom access and services is intensely  competitive and
rapidly changing.  Barriers to entry are relatively minimal, and current and new
competitors  can launch new websites at a relatively  low cost.  Many  companies
offer competitive  products or services  including land line services,  wireless
services,  and cable/fiber  optic  companies.  In addition,  as a consequence of
China joining the World Trade Organization, the Chinese government has partially
lifted  restrictions on  foreign-invested  enterprises so that foreign investors
may hold in the aggregate up to approximately  50% of the total equity ownership
in any value-added telecommunications services business in China.

Currently, China Wi-Max's operating subsidiaries competition comes from standard
telephone and cable  providers.  Any of China  Wi-Max's  operating  subsidiaries
present or future  competitors  may offer  products  and  services  that provide
significant  performance,  price,  creativity,  or other  advantages  over those
offered by it and,  therefore,  achieve  greater  market  acceptance  than those
offered by China Wi-Max's operating subsidiaries.

                                       20
<PAGE>

Because many of China Wi-Max's operating  subsidiaries existing and/or potential
competitors have longer operating histories in the Internet market, greater name
and brand recognition,  better connections with the Chinese  government,  larger
customer bases and databases,  and significantly  greater financial,  technical,
and marketing  resources than China Wi-Max and its operating  subsidiaries have,
they  cannot  ensure  they will be able to compete  successfully  against  their
current or future competitors. Any increased competition could make it difficult
for China Wi-Max's operating subsidiaries to attract and retain users, reduce or
eliminate its market share, lower profit margins, and reduce revenue.

Unexpected network  interruption  caused by system failures may reduce user base
--------------------------------------------------------------------------------
and harm China Wi-Max's operating subsidiaries reputation.
---------------------------------------------------------

Reliable access and consistent  speeds while connecting to Internet services and
the  performance  and  reliability  of  China  Wi-Max's  operating  subsidiaries
technical infrastructure are critical to their reputation and ability to attract
and retain users of their Internet  services.  Any system failure or performance
inadequacy  that causes  interruptions  or delays in the  availability  of China
Wi-Max's operating subsidiaries services or increases the response time of their
services  could reduce user  satisfaction  and  traffic,  which would reduce the
Internet service appeal to users of "high speed" Internet access.  As the number
of users and traffic increase, China Wi-Max operating subsidiaries cannot ensure
that they will be able to scale their systems proportionately.  In addition, any
system failures and electrical outages could materially and adversely impact the
business.

If China Wi-Max's operating  subsidiaries suppliers of bandwidth and collocation
services for  switches,  routers,  and servers fail to provide  these  services,
their business could be materially curtailed.

China  Wi-Max's  operating  subsidiaries  rely on partners to provide  them with
bandwidth  and  collocation  services  for  switches,  routers,  and servers for
Internet  users.  If partners  fail to provide such services or raise prices for
services,  China  Wi-Max's  operating  subsidiaries  may  not be  able to find a
reliable and cost-effective substitute provider on a timely basis, if at all. If
this happens, their business could be materially curtailed.


                   RISK FACTORS RELATED TO CHINA WI-MAX STOCK

There is no established public trading market for China Wi-Max's  securities and
one may never develop.  This could adversely  affect the ability of investors in
China Wi-Max's to sell their securities in the public market.

China Wi-Max is currently  not listed on the OTC Bulletin  Board market  system.
China Wi-Max cannot predict the extent to which a trading market will develop or
how liquid that market  might  become.  Accordingly,  holders of China  Wi-Max's
common stock may be required to retain their shares for an indefinite  period of
time.

The  OTCBB  is  an   inter-dealer,   over-the-counter   market   that   provides
significantly less liquidity than stock exchanges. Quotes for stocks included on
the OTCBB are not listed in the financial  sections of newspapers,  as are those
for the exchanges.  Therefore,  prices for securities traded solely on the OTCBB
may be  difficult  to obtain and holders of common stock may be unable to resell
their  securities at or near their original  acquisition  price or at any price.
Market prices for China Wi-Max's  common stock will be influenced by a number of
factors, including:

     o    the issuance of new equity securities pursuant to future offering;

     o    changes in interest rates;

     o    new services or significant contracts and acquisitions;

     o    variations in quarterly operating results;

     o    change in financial estimates by securities analysts;

                                       21
<PAGE>

     o    the depth and liquidity of the market for the Company's common stock;

     o    investor  perceptions  of  us  and  of  China-based   investments  and
          companies generally; and

     o    general economic and other national and international conditions.

The  regulation  of  penny  stocks  by the  SEC and  FINRA  may  discourage  the
--------------------------------------------------------------------------------
tradability  and liquidity  which will impair  investors'  ability to sell China
--------------------------------------------------------------------------------
Wi-Max's securities.
-------------------

China Wi-Max is a "penny stock" company.  None of its securities currently trade
in any  market  and,  if  ever  available  for  trading,  will be  subject  to a
Securities  and Exchange  Commission  rule that imposes  special sales  practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer must make a special suitability determination of the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Effectively,  this discourages broker-dealers from executing trades
in penny stocks. Consequently, the rule will affect the ability of purchasers in
this offering to sell their securities in any market that might develop, because
it imposes additional regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended.  Because China Wi-Max's  securities  constitute  "penny
stocks"  within the  meaning of the rules,  the rules  would  apply to us and to
China Wi-Max's  securities.  The rules will further affect the ability of owners
of shares to sell their  securities  in any market  that might  develop for them
because it imposes additional regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices have been manipulated to a desired level,  leaving investors with losses.
China Wi-Max  management is aware of the abuses that have occurred  historically
in the penny  stock  market.  Although  China  Wi-Max does not expect to be in a
position  to  dictate  the  behavior  of the  market  or of  broker-dealers  who
participate  in the  market,  management  will  strive  within the  confines  of
practical  limitations to prevent the described  patterns from being established
with respect to its securities.

China  Wi-Max  has no  plan  to pay  dividends  in the  foreseeable  future  and
--------------------------------------------------------------------------------
investors  may not expect a dividend as a return of or on any  investment in the
--------------------------------------------------------------------------------
Company.
-------

China Wi-Max has not paid  dividends on its common stock and does not anticipate
paying such dividends in the foreseeable future.

Many of China  Wi-Max's  shares of common stock will be available  for resale in
--------------------------------------------------------------------------------
the future.  Rule 144 sales in the future may have a depressive  effect on China
--------------------------------------------------------------------------------
Wi-Max's stock price which may cause investors losses.
-----------------------------------------------------

All of the  outstanding  shares of common  stock held by the  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration

                                       22
<PAGE>

statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  We  have  filed  a Form  10-12g  registering  shares  held by
officers,  directors and  affiliates and such  individuals  are now able to sell
their shares after meeting the holding period requirements of Rule 144. Rule 144
provides in essence that a person who is an affiliate or officer or director who
has held  restricted  securities for six months may,  under certain  conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1.0% of a company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate after the owner has held the restricted  securities for a period of
six months if the company is a current,  reporting  company under the '34 Act. A
sale under Rule 144 or under any other exemption from the Act, if available,  or
pursuant  to  subsequent  registration  of  shares of  common  stock of  present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

China Wi-Max's  investors may suffer future  dilution due to issuances of shares
--------------------------------------------------------------------------------
for various considerations in the future.
----------------------------------------

There may be substantial dilution to China Wi-Max's  shareholders  purchasing in
future offerings or issuances for other purposes as a result of future decisions
of the Board to issue shares without shareholder approval for cash, services, or
acquisitions.

The stock will, in all  likelihood,  be thinly traded and as a result  investors
--------------------------------------------------------------------------------
may be unable to sell at or near ask prices or at all if they need to  liquidate
--------------------------------------------------------------------------------
shares.
------

The  shares of China  Wi-Max's  common  stock,  if quoted on the  OTCBB,  may be
thinly-traded  on the OTC  Bulletin  Board,  meaning  that the number of persons
interested in purchasing  China Wi-Max's  common shares at or near ask prices at
any given  time may be  relatively  small or  non-existent.  This  situation  is
attributable  to a number  of  factors,  including  the fact  that it is a small
company  which  is  relatively   unknown  to  stock  analysts,   stock  brokers,
institutional investors, and others in the investment community that generate or
influence  sales volume,  and that even if China Wi-Max came to the attention of
such persons,  they tend to be  risk-averse  and would be reluctant to follow an
unproven,  early stage company such as China Wi-Max or purchase or recommend the
purchase  of any of China  Wi-Max  Securities  until such time as it became more
seasoned and viable.  As a consequence,  there may be periods of several days or
more  when  trading  activity  in  China  Wi-Max's   Securities  is  minimal  or
non-existent,  as  compared  to a seasoned  issuer  which has a large and steady
volume of trading activity that will generally support  continuous sales without
an adverse  effect on the Securities  price.  China Wi-Max cannot give investors
any assurance that a broader or more active public trading market for its common
securities  will  develop or be  sustained,  or that any trading  levels will be
sustained. Due to these conditions, China Wi-Max can give investors no assurance
that they will be able to sell  their  shares at or near ask prices or at all if
they need money or  otherwise  desire to  liquidate  their  securities  of China
Wi-Max.

China Wi-Max's common stock may be volatile,  which substantially  increases the
--------------------------------------------------------------------------------
risk that the investor may not be able to sell  securities at or above the price
--------------------------------------------------------------------------------
that the investor may pay for the security.
------------------------------------------

Because of the limited  trading  market  expected to develop for China  Wi-Max's
common stock and because of the possible price volatility,  the investor may not
be able to sell their shares of common stock when the investor desires to do so.
The inability to sell securities in a rapidly declining market may substantially
increase the risk of loss because of such  illiquidity and because the price for
China Wi-Max  Securities  may suffer  greater  declines  because of China Wi-Max
price volatility.

The price of China  Wi-Max's  common stock that will prevail in the market after
this  offering may be higher or lower than the price an investor  pays.  Certain
factors,  some of which are beyond China Wi-Max's control,  that may cause China
Wi-Max's share price to fluctuate  significantly include, but are not limited to
the following:

     o    Variations in China Wi-Max quarterly operating results;
     o    Loss  of  a  key  relationship  or  failure  to  complete  significant
          transactions;
     o    Additions or departures of key personnel; and
     o    Fluctuations in stock market price and volume.

                                       23
<PAGE>

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry  factors may  materially  and adversely  affect China Wi-Max
stock price,  regardless  of China Wi-Max  operating  performance.  In the past,
class action  litigation  often has been  brought  against  companies  following
periods of volatility in the market price of those companies common stock. If it
becomes  involved in this type of litigation  in the future,  it could result in
substantial  costs and diversion of management  attention and  resources,  which
could have a further negative effect on the investment in China Wi-Max's stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.

ITEM 2.  PROPERTIES
-------------------

China Wi-Max's operations are principally located at 1905 Sherman Street,  Suite
335,  Denver,  Colorado  80203. As of December 31, 2008, the Company's lease for
the use of the  offices at 1905  Sherman  Street is month to month.  The monthly
rental approximates $1,100.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

China Wi-Max  anticipates that it (including any subsidiaries) will from time to
time  become  subject to claims and legal  proceedings  arising in the  ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and China Wi-Max cannot assure that their ultimate  disposition will
not have a  materially  adverse  effect  on  China  Wi-Max  business,  financial
condition,  cash  flows or results of  operations.  There are no such  claims or
legal proceedings as of December 31, 2008.

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

No matters were submitted  during the period covered by this report to a vote of
security  holders  of the  Company,  through  the  solicitation  of  proxies  or
otherwise.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------

Market Information

There is no current  public  trading market for the common stock and there is no
assurance  that one will develop in the near future,  if ever.  In January 2009,
China  Wi-Max  submitted  a Form  15c211  to FINRA to apply for  trading  on the
over-the-counter  bulletin board trading facility ("OTCBB"). At the time of this
filing,  the Form 15c211 was still  under  review by FINRA.  The Company  cannot
assure that its shares will trade at or above the Company's net asset value.

Holders

There are  approximately 55 holders of record of China Wi-Max common stock as of
December 31, 2008.

                                       24
<PAGE>

Dividend Policy

Holders of China Wi-Max  common stock are entitled to receive such  dividends as
may be declared  by China  Wi-Max's  Board of  Directors.  China  Wi-Max has not
declared or paid any  dividends on China Wi-Max  common shares and does not plan
on declaring any dividends in the near future. China Wi-Max currently intends to
use all available funds to finance the operation and expansion of its business.

Shares Eligible for Future Sale

As of December 31, 2008, China Wi-Max currently has 10,785,002  shares of common
stock outstanding (11,820,002 at April 2, 2009). A current shareholder who is an
"affiliate"  of China Wi-Max,  defined in Rule 144 as a person who directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under  common  control  with China Wi-Max will be required to comply with the
resale  limitations  of Rule 144. Of these shares a total of  10,535,002  shares
have been held for six months or more and are eligible for resale under Rule 144
assuming  the  Company  has  been a  reporting  company  for 90  days.  Sales by
affiliates  will be subject to the  volume  and other  limitations  of Rule 144,
including   certain   restrictions   regarding   the  manner  of  sale,   notice
requirements,  and the  availability of current public  information  about China
Wi-Max. The volume limitations generally permit an affiliate to sell, within any
three month  period,  a number of shares that does not exceed the greater of one
percent of the outstanding  shares of common stock or the average weekly trading
volume during the four calendar weeks preceding his sale. A person who ceases to
be an affiliate at least three months before the sale of  restricted  securities
beneficially  owned for at least two  years may sell the  restricted  securities
under Rule 144 without regard to any of the Rule 144 limitations.

Recent Sales of Unregistered Securities

We made the following  unregistered  sales of its securities from August 5, 2008
through December 31, 2008.


   Investor Name     Title of Securities         Amount       Date of Issuance
   -------------     -------------------       ------          ----------------
   Ralph Ruschel       Convertible             $110,000         29-August-08
                       Promissory Note
   Ralph Ruschel       Convertible              $38,200        30-September-08
                       Promissory Note
   Ralph Ruschel       Convertible              $14,000          6-October-08
                       Promissory Note
   Timothy Gill        Convertible              $10,000         24-October-08
                       Promissory Note
   Ralph Ruschel       Convertible              $30,000         27-October-08
                       Promissory Note
   Owen Hahn           Convertible
                       Promissory Note          $50,000         7-November-08
   Ralph Ruschel       Convertible
                       Promissory Note         $152,800         20-November-08
   Jackie Lindsey      Convertible
                       Promissory Note          $43,000         01-December-08
   Ralph Reuschel      Convertible
                       Promissory Note          $61,050         04-December-08

                                       25
<PAGE>

   Investor Name     Title of Securities         Amount       Date of Issuance
   -------------     -------------------       ------          ----------------
   Ralph Ruschel       Convertible
                       Promissory Note          $15,750         30-December-08
   Frank Jia           Common Stock       250,000 shares for     17-October-08
                                          $62,500 in services


Convertible  Promissory  Notes are due December 31, 2009 and are  convertible at
$0.50 per share into common shares.

Exemption From Registration Claimed
-----------------------------------

All of the sales by us of our unregistered securities were made in reliance upon
Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933 Act").  The
entity listed above that purchased the  unregistered  securities was an existing
shareholder,  known  to us and our  management,  through  pre-existing  business
relationships,  as a long standing business  associate.  The entity was provided
access to all material  information,  which it  requested,  and all  information
necessary to verify such  information  and was afforded access to our management
in connection with the purchases.  The purchaser of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such intent to us. All  certificates  or agreements  representing
such  securities that were issued  contained  restrictive  legends,  prohibiting
further transfer of the certificates or agreements representing such securities,
without such securities  either being first  registered or otherwise exempt from
registration in any further resale or disposition.


ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------
Not applicable.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences include those discussed below.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2008,  and for each of the periods then
ended,  includes  a  "going  concern"  explanatory  paragraph,   that  describes
substantial doubt about the Company's ability to continue as a going concern.


Plan of Operations

China  Wi-Max plans to be a  telecommunications  broadband  provider  focused on
providing commercial customers with high bandwidth connections through first and
second tier markets in China through subsidiary companies.  Through these wholly

                                       26
<PAGE>

and  partially  owned  subsidiaries,  China  Wi-Max  intends to build,  own, and
operate metropolitan area Internet Protocol (IP) based broadband networks, using
both owned optical fiber and licensed Wi-Max capable wireless spectrum.

China  Wi-Max  operating  subsidiaries  networks  are  designed  to provide  the
reliability,  redundancy,  scalability, and other features expected of a carrier
class network.  China Wi-Max believes its operating  subsidiaries can bypass the
local loop  facilities  of the local  exchange  carrier  to  connect  enterprise
customers  directly to the global  communications  network.  At this time, China
Wi-Max has four  full-time  employees and one  part-time  employee in the United
States,  augmented by a number of personnel in operating subsidiaries,  contract
personnel and professional services organizations.

Service to customers is provided through direct connections to the optical fiber
or  transmissions  over licensed radio spectrum  provided through China Wi-Max's
Chinese operating subsidiaries.  Currently, the Company's operating subsidiaries
are offering  customers high speed broadband Internet access in a pilot program.
Services  contemplated to be offered in the future include  Voice-over  Internet
Protocol, or VoIP, bandwidth on demand,  bandwidth  redundancy,  virtual private
networks, or VPNs, disaster recovery, bundled data, and video services.

During 2008,  the Company  continued to put in place the structure and resources
necessary to provide the services contemplated in its business plan. The Company
put into place the corporate  structure of  subsidiaries,  licenses and contract
relationships  necessary to provide  services in China.  Filings with the United
States  Securities  and  Exchange  Commission  were  successfully  completed  to
position the Company to file for trading status on the Over The Counter Bulletin
Board  exchange.  Initial office space and personnel  resources were obtained in
China.  Late in the year,  the fiber  network was placed in initial  service and
customer testing was initiated.  In summary,  2008 was a year of preparation and
staging to support the launch of customer acquisition in 2009.

The  Company  plans  to  begin  delivering  revenue  generating  services  on  a
commercial basis during the second quarter of 2009 in Beijing.  Our subsidiaries
are currently recruiting sales and engineering staff to support these efforts. A
Terabit  optical  router was  installed and in use in the first quarter of 2009.
Additional  pilot level  testing in the first quarter of 2009 provided the basis
for a  successful  full scale  launch of  services  in the second  quarter.  The
addition of customers will require  additional  capital to acquire access to new
buildings,  purchase and install  equipment,  etc. The company is also  pursuing
opportunities  to utilize its access to use  wireless  licenses to provide  last
mile  bridging  services  for  potential  customers  during  the second or third
quarter of 2009.

China Wi-Max closed a private offering of unsecured  convertible  Notes in early
January 2008 and raised  $1,000,000.  The Notes bear  interest at 12% per annum,
convertible  at the Note Holder's  option into Common Stock of China Wi-Max at a
conversion  price of $.25 per  share,  and were due  December  31,  2008.  As of
December  31,  2008,  eighteen of the note  holders  converted  their shares and
accrued interest into 391,002 shares of the Company's common stock, representing
$84,000 in principal and $13,753 of accrued interest. The remainder of the notes
was  extended  to July 1 2009,  except  for two note  holders,  the first with a
principal  balance of $25,050  extended to April 15,  2009,  and the second note
holder with a balance of $25,050 extended to May 1, 2009.

In the continuance of our business  operations,  we do not intend to purchase or
sell any  significant  assets and we do not expect a  significant  change in the
number  of  employees,  until  additional  capital  is  raised.  We can  make no
assurances that we will be able to raise any such capital.

At this time, it is  difficult to raise  capital  as the  United  States and the
global business community are experiencing  severe instability in the commercial
and investment  banking systems.  This instability is likely to continue to have
far-reaching   effects  on  the   economic   activity  in  the  country  for  an
indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

                                       27
<PAGE>

RESULTS OF OPERATIONS
---------------------

Results of Operations  for the Year Ended December 31, 2008 Compared to the Year
Ended December 31, 2007

During the years ended  December 31, 2008 and 2007,  China Wi-Max  recognized no
revenues.  Revenues of approximately  $15,000 had been recognized in the quarter
ended  September  30,  2008,  but were  subsequently  credited  due to  customer
dissatisfaction resulting from poor interconnection quality delivered by a China
Wi-Max supplier.

During the year ended  December 31,  2008,  China  Wi-Max  incurred  general and
administrative  expenses of  $1,520,271  compared to $426,102 for the year ended
December 31,  2007.  The  $1,094,169  increase  was  primarily  the result of an
increase in the Company's  operational  activities compared to the prior period.
During the year ended December 31, 2008, the Company hired its initial staff and
increased  use of outside  consultants,  as it continued  implementation  of its
business  plan.  The period over period  increase was  primarily a result of the
staff  increases,  with an increase  of $430,000 in salary and wages,  increased
consulting and professional  fees of $190,000,  expenses for operations in China
increased of $185,000 and increased  travel expense of $14,000.  During the year
ended December 31, 2008,  China Wi-Max incurred  $221,000 in expenses related to
common  stock and expense of $103,275 in options  issued as payment for services
totaling $324,275 compared to $113,750 for the year ended December 31, 2007.

During the year ended December 31, 2008,  China Wi-Max  recognized a net loss of
$1,716,195 compared to a net loss of $444,590 during the year ended December 31,
2007.  The  $1,271,605  increase in net losses was  primarily  the result of the
$1,076,169  increase in general and  administrative  expenses,  discussed  above
combined  with the  $177,436  increase  in  interest  expense as a result of the
issuance of convertible promissory notes discussed below.

China Wi-Max's basic loss per share was $0.17 during the year ended December 31,
2008  versus a net loss per share of $0.06  during the year ended  December  31,
2007.

LIQUIDITY
---------

Cash flow from operations has not historically  been sufficient to sustain China
Wi-Max's operations without additional sources of capital. At December 31, 2008,
the Company had total current assets of $171,730, consisting of cash of $147,889
and prepaid  expenses of $23,841.  At December 31,  2008,  the Company had total
current liabilities of $2,665,571. Total current liabilities consist of accounts
payable of $119,830,  accrued interest of $195,641 and current convertible notes
payable of $2,350,100.  At December 31, 2008, the Company had a working  capital
deficit of $2,493,841.

During the year ended  December 31, 2008,  China Wi-Max used  $1,172,914  in its
operating  activities.  The net loss of $1,716,195  was adjusted for $221,000 of
services paid for by the issuance of common stock,  $13,753 of accrued  interest
converted to stock, $103,275 in non-cash option expenses, depreciation of $6,323
and  $3,162 in  amortization  of debt  issuance  costs.  During  the year  ended
December 31, 2008, there was a $15,822 increase in prepaid  expenses,  a $32,329
increase in accounts payable and a $179,261 increase in accrued interest.

During the year ended  December  31,  2007,  China  Wi-Max used  $241,399 in its
operating  activities.  A net loss of  $444,590  was  adjusted  for  $113,750 of
services paid for by the issuance of common stock and $2,108 in  amortization of
debt  issuance  costs.  During the year ended  December 31,  2007,  there was an
$8,019 increase in prepaid expenses,  $78,972 increase in accounts payable and a
$16,380 increase in accrued interest.

During the year ended  December  31,  2008,  China  Wi-Max used  $384,008 in its
investing  activities,  of which $205,133 was for purchases of optical fiber and
$178,875  was used  primarily  for deposits for the  acquisition  of  long-lived
assets,  which relate to the  acquisition  of business and wireless  licenses in
Beijing, Hangzhou and Shanghai, China.

During the year ended  December  31,  2007,  China  Wi-Max used  $491,666 in its
investing  activities,  of which $306,666 was for purchases of optical fiber and
$185,000  was used  primarily  for deposits for the  acquisition  of  long-lived
assets,  which relate to the  acquisition  of business and wireless  licenses in
Beijing, China.

                                       28
<PAGE>

During the year ended December 31, 2008,  China Wi-Max received  $1,522,410 from
its  financing  activities.  During year ended  December 31, 2007,  China Wi-Max
received $914,350 from its financing activities.

In June 2007, the Board of Directors  authorized the sale of up to $1 million of
unsecured convertible  promissory notes.  Principal and interest are convertible
at any time into shares of China  Wi-Max's  common stock at $0.25 per share,  at
the option of the note holders.  As of January 2008, the Company  oversubscribed
the offering and issued  $1,004,300 of notes  payable,  which mature on December
31, 2008,  bear interest at 12% per annum,  and are  unsecured.  During the year
ended  December  31, 2008,  China  Wi-Max  issued an  additional  $1,429,800  in
unsecured  convertible  promissory  notes,  which  mature on December  31, 2009,
bearing interest at 10% per annum, and are unsecured. Principal and interest are
convertible at any time into shares of China Wi-Max's  common stock at $0.50 per
share, at the option of the promissory  note holders.  China Wi-Max has not paid
nor is any  principal or interest  due on these notes.  As of December 31, 2008,
there is  $2,350,100  in  outstanding  convertible  notes  payable  and  accrued
interest of $195,641. China Wi-Max is not in default with regard to these notes.

During the year ended  December 31, 2008,  China Wi-Max issued 884,000 shares of
its common stock to individuals as employment  signing  bonuses and payments for
services  performed for China  Wi-Max,  valued at $221,000.  In addition,  China
Wi-Max  issued  391,002  shares for the  conversion  of $84,000 in principal and
$13,753 in interest of the notes issued in 2007, convertible at $.25 per share.

During the year ended  December 31, 2007,  China Wi-Max issued 455,000 shares of
its common stock for payment of services  performed for China Wi-Max,  valued at
$113,750.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2008 and 2007 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

Critical Accounting Policies

China  Wi-Max has  identified  the  policies  below as critical to China  Wi-Max
business   operations  and  the  understanding  of  China  Wi-Max  results  from
operations. The impact and any associated risks related to these policies on the
Company's business operations is discussed  throughout  Management's  Discussion
and  Analysis  of  Financial  Conditions  and Results of  Operations  where such
policies  affect China Wi-Max  reported and expected  financial  results.  For a
detailed  discussion on the application of these and other accounting  policies,
see Note 2 in the Notes to the Consolidated  Financial  Statements  beginning on
page 39 for the years ended  December 31, 2008 and 2007,  and page 39. Note that
China  Wi-Max's  preparation  of this  document  requires  China  Wi-Max to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  disclosure of  contingent  assets and  liabilities  at the date of
China Wi-Max financial  statements,  and the reported amounts of expenses during
the reporting  periods.  There can be no assurance  that actual results will not
differ from those estimates.

Revenue Recognition

China Wi-Max follows very specific and detailed guidelines in measuring revenue;
however,  certain  judgments may affect the  application of China Wi-Max revenue
policy.  Revenue results are difficult to predict,  and any shortfall in revenue
or delay in recognizing  revenue could cause China Wi-Max  operating  results to
vary  significantly from quarter to quarter and could result in future operating
losses.

The Company recognizes  revenue pursuant to Securities and Exchange  Commission,
Staff  Accounting  Bulletin  ("SAB") No. 101,  Revenue  Recognition in Financial
Statements,  as amended by SAB No. 104 Revenue Recognition.  Consistent with the
requirements  of these SABs,  revenue is  recognized  only when:  a)  persuasive
evidence of arrangement exists, b) delivery has occurred,  c) the seller's price
to the buyer is fixed, and d) collection is reasonably assured.

                                       29
<PAGE>

Stock-based Compensation

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123R, which addresses
the accounting for share-based  payment  transactions.  SFAS No. 123R eliminates
the ability to account for share-based  compensation  transactions using APB No.
25 and  generally  requires  instead that such  transactions  be  accounted  and
recognized in the statement of operations based on their fair value. Application
of SFAS 123R  requires  the use of  significant  estimates,  including  expected
volatility,  expected term,  risk-free  interest rate and forfeiture  rate. SFAS
123R was effective for China Wi-Max beginning July, 2006.

Long-Lived Assets

Property and equipment,  which consists of fiber optic cable and network support
equipment,  are stated at cost, less accumulated  depreciation.  Depreciation is
calculated  using the  straight-line  method  over the  estimated  useful  lives
ranging  from five to twenty  five years.  Depreciation  is  commenced  when the
assets are placed in  service.  The  economic  lives are  estimated  at the time
assets  are  placed  in  service  and  are  based  on  industry  experience  and
anticipated  technological or other changes.  If  technological  changes were to
occur more rapidly than anticipated or in a different form than anticipated, the
useful lives assigned to these assets may need to be shortened, resulting in the
recognition of increased  depreciation  expense in future periods. The Company's
intangible asset,  contractual license rights,  represents the Company rights to
certain frequency licenses held by Gao Da. The Company amortizes this intangible
asset over the  twenty-year  term of the agreement.  The Company  evaluates this
intangible  asset for impairment  annually,  and between  annual  evaluations if
events or changes in  circumstances  indicate  that the  carrying  amount of the
asset may not be fully  recoverable.  In cases  where  required,  an  impairment
provision is  recognized  in an amount by which the carrying  value  exceeds the
estimated fair value of the asset.

Recoverability  of  the  contractual   license  rights  is  dependent  upon  the
recoverability of the underlying licenses of Gao Da. The underlying value of the
frequency  licenses held by Gao Da is dependent on numerous  factors,  including
successful  deployment  of networks and  connectivity,  and/or radio links.  The
Company  considers the  underlying  licenses to have an  indefinite  useful life
under the provisions of SFAS 142,  Goodwill and Other Intangible  Assets.  These
licenses are typically renewed if the licensee files a renewal application prior
to license  expiration  wherein the  licensee  demonstrates  its  engagement  in
supplying services or related activities to satisfy the appropriate criteria for
renewal.  If at any time the Company  determines  that these  criteria will most
likely not be met or if there is a change in management's  future business plans
or  disposition  of one or more  licenses  underlying  the  contractual  license
rights,  the  Company  will  first  test  the  contractual  license  rights  for
impairment and then the Company will modify the life of the contractual  license
rights  and begin  amortizing  the cost over the  remaining  underlying  license
period. The Company also tests its long-lived assets for impairment if there are
any legal, regulatory,  contractual,  competitive, and economic or other factors
that are determined to limit the useful lives of the respective assets.

In assessing  the  recoverability  of long-lived  assets,  the Company must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the  respective  assets.  Long-lived  assets are evaluated for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value may not be recoverable. An impairment loss is recognized whenever
(i) the estimated undiscounted future cash flows expected to result from the use
of the asset plus net proceeds  expected from  disposition of the asset, if any,
are less than the  carrying  value of the  asset and (ii) the fair  value of the
asset is less than its carrying  value.  When an impairment  loss is identified,
the carrying value of the asset is reduced to its fair value.

Recent Accounting Pronouncements

In December 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 141 (R), Business Combinations ("SFAS 141 (R)"), which becomes effective for
fiscal periods  beginning after December 15, 2008. SFAS No. 141 (R) requires all

                                       30
<PAGE>

business combinations  completed after the effective date to be accounted for by
applying the acquisition method (previously referred to as the purchase method).
Companies applying this method will have to identify the acquirer, determine the
acquisition  date and purchase price,  and recognize at their  acquisition  date
fair values of the identifiable assets acquired,  liabilities  assumed,  and any
non-controlling  interests in the acquiree.  In the case of a bargain  purchase,
the acquirer is required to reevaluate the measurements of the recognized assets
and liabilities at the acquisition  date and recognize a gain on that date if an
excess  remains.  The Company does not expect the adoption of this  statement to
have a material impact on its financial statements.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements  an  Amendment  of ARB 51 ("SFAS 160") which
becomes  effective for fiscal periods  beginning  after December 15, 2008.  This
statement  amends ARB 51 to establish  accounting  and  reporting  standards for
non-controlling  interests  in a  subsidiary  and for the  deconsolidation  of a
subsidiary.  The statement requires ownership  interests in subsidiaries held by
parties other than the parent be clearly identified,  labeled,  and presented in
the  consolidated  statement of financial  position within equity,  but separate
from the parent's equity. The statement also requires consolidated net income to
be reported at amounts that include the amounts  attributable to both the parent
and  the  non-controlling   interest,   with  disclosure  on  the  face  of  the
consolidated  statement  of income of the  amounts  of  consolidated  net income
attributable  to the parent and to the  non-controlling  interest.  In addition,
this  statement  establishes  a single  method of  accounting  for  changes in a
parent's   ownership   interest   in  a   subsidiary   that  do  not  result  in
deconsolidation  and  requires  that a  parent  recognize  a gain or loss in net
income when a  subsidiary  is  deconsolidated.  The Company  does not expect the
adoption  of  this  statement  to  have  a  material  impact  on  its  financial
statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment to FASB
Statement No. 115. This  statement  permits  companies to choose to measure many
financial instruments and other items at fair value. The objective is to improve
financial  reporting  by providing  entities  with the  opportunity  to mitigate
volatility  in  reported   earnings  caused  by  measuring  related  assets  and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  statement  is  expected  to  expand  the  use of  fair  value
measurement of accounting for financial  instruments,  and the fair value option
established by this statement  permits all entities to measure eligible items at
fair value at specified  election  dates.  This  statement was effective for the
Company on January 1, 2008.  The Company did not apply the fair value  option to
any of its  outstanding  instruments  and therefore SFAS No. 159 did not have an
impact on the Company's financial statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurement.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value  measurements.   SFAS  No.  157  does  not  require  any  new  fair  value
measurements,  but provides guidance on how to measure fair value by providing a
fair value  hierarchy used to classify the source of the  information.  SFAS No.
157  defines  fair value as the price that would be received to sell an asset or
pay  to  transfer  a  liability  in  an  orderly   transaction   between  market
participants at the measurement  date.  Additionally,  SFAS No. 157 requires the
use of  valuation  techniques  that  maximize the use of  observable  inputs and
minimize the use of unobservable inputs. These inputs are prioritized below:

     Level 1: Observable  inputs such as quoted market prices in active  markets
              for identical assets or liabilities.

     Level 2: Observable  market-based  inputs or  unobservable  inputs that are
              corroborated by market data.

     Level 3: Unobservable  inputs for which there is little or no market  data,
              which require the use of the reporting entity's own assumptions.

SFAS No. 157 was  effective for the Company on January 1, 2008 for all financial
assets and liabilities.  For non-financial assets and liabilities,  SFAS No. 157
is  effective  for the  Company  on January 1,  2009.  Management  is  currently
determining  the  effect  that  the  adoption  of SFAS  No.  157 may have on its
financial statements beyond its current fiscal year.

In  April  2008,   the  FASB  issued  FASB  Staff   Position  (FSP)  FAS  142-3,
Determination  of the  Useful  Life of  Intangible  Assets.  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under FASB
Statement No. 142, Goodwill and Other Intangible  Assets. The intent of this FSP
is to improve the consistency between the useful life of a recognized intangible

                                       31
<PAGE>

asset under  Statement 142 and the period of expected cash flows used to measure
the fair  value of the asset  under  FASB  Statement  No.  141  (Revised  2007),
"Business Combinations," and other U.S. generally accepted accounting principles
(GAAP).  This FSP is effective for financial  statements issued for fiscal years
beginning  after  December 15,  2008,  and interim  periods  within those fiscal
years. Early adoption is prohibited. The Company does not expect the adoption of
FSP 142-3 to have a material  effect on its results of operations  and financial
condition.

In May 2008, the FASB issued FASB Staff  Position (FSP) No. APB 14-1  Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)  (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and was  adopted by the Company on January 1, 2009.  The Company  does not
expect the adoption of FSP APB 14-1 to have a material  effect on its results of
operations and financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

China  Wi-Max's  operations do not employ  financial  instruments or derivatives
which are market  sensitive.  Short term funds are held in non-interest  bearing
accounts  and funds  held for longer  periods  are  placed in  interest  bearing
accounts.  Large  amounts of funds,  if  available,  will be  distributed  among
multiple financial institutions to reduce risk of loss. Our cash holdings do not
generate interest income.

China Wi-Max  generates  revenues and incurs  expenses and  liabilities  in both
Chinese Renminbi (RMB) and U.S. dollars.  Since 1994, the official exchange rate
for the conversion of Chinese RMB to U.S.  dollars has generally been stable and
the Chinese RMB has appreciated  slightly against the U.S.  dollar.  In the past
year, the RMB has appreciated quite rapidly against the dollar. China Wi-Max has
not entered into agreements or purchased  instruments to hedge its exchange rate
risks, although it may do so in the future. China Wi-Max's results of operations
and financial  condition  may be negatively  affected by changes in the value of
Chinese RMB.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial  statements of China Wi-Max  Communications,  Inc. for the
year ended  December  31,  2008,  period from July 5, 2006  (inception)  through
December  31,  2007,  and period from July 5, 2006  through  December  31, 2008,
appear as pages 33 through 48.


                                       32

<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
China Wi-Max Communications, Inc.

We have audited the  accompanying  consolidated  balance  sheets of China Wi-Max
Communications,  Inc. and  subsidiaries (a Development  Stage  Enterprise)  (the
"Company")  as of  December  31,  2008 and 2007,  and the  related  consolidated
statements of operations,  shareholders'  deficit,  and cash flows for the years
ended December 31, 2008 and 2007,  and the period from July 5, 2006  (inception)
through  December 31, 2008.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of China  Wi-Max
Communications,  Inc. and subsidiaries as of December 31, 2008 and 2007, and the
results of their  operations  and their cash flows for the years ended  December
31, 2008 and 2007, and the period from July 5, 2006 (inception) through December
31, 2008, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,   the  Company  reported  a  net  loss  of  approximately
$1,716,000  during the year ended December 31, 2008,  and has a working  capital
deficiency  and  a  shareholders'   deficit  of  approximately   $2,494,000  and
$1,599,000  respectively,  at December 31, 2008. In addition,  the Company has a
limited operating history and no revenue producing operations.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans with regard to these matters are also described in
Note 1. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ GHP Horwath P.C.
GHP Horwath P.C.
Denver, Colorado

April 10, 2009


                                       33
<PAGE>

<TABLE>
<CAPTION>
                                                CHINA WI-MAX COMMUNICATIONS, INC.
                                                (A Development Stage Enterprise)

                                                   CONSOLIDATED BALANCE SHEETS


                           ASSETS
                                                                               December 31,              December 31,
                                                                                   2008                       2007
                                                                             ------------------         ------------------
<S>                                                                          <C>                        <C>
Current assets:
   Cash                                                                      $         147,889          $       182,401
   Receivable from issuance of common stock                                                  -                    2,570
   Prepaid expenses                                                                     23,841                    8,019
                                                                             ------------------        ------------------

   Total current assets                                                                171,730                  192,990
                                                                             ------------------        ------------------

Property and equipment, net                                                            531,009                        -
                                                                             ------------------        ------------------

Other assets:
  Debt-issue costs, net                                                                      -                    3,162
  Intangible and other assets                                                          364,195                  491,666
                                                                             ------------------        ------------------
                                                                                       364,195                  494,828
                                                                             ------------------        ------------------

         Total assets                                                        $       1,066,934          $       687,818
                                                                             ==================        ==================


            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                          $         119,830          $        87,501
   Accrued interest                                                                    195,641                   16,380
   Convertible notes payable                                                         2,350,100                  914,000
                                                                             ------------------        ------------------

   Total liabilities (all current)                                                   2,665,571                1,017,881
                                                                             ------------------        ------------------


Shareholders' deficit:
      Common stock; $.001 par value; 50,000,000 shares authorized;
        10,785,002 and 9,770,000 shares issued and outstanding as of
        December 31, 2008 and December 31, 2007, respectively                           10,785                    9,770
      Additional paid-in capital                                                       534,048                  113,295
      Accumulated other comprehensive income                                            25,853                        -
      Deficit accumulated during the development stage                              (2,169,323)                (453,128)
                                                                             ------------------        ------------------
     Total shareholders' deficit                                                    (1,598,637)                (330,063)
                                                                             ------------------        ------------------

                                                                             $       1,066,934          $       687,818
                                                                             ==================        ==================

                                       See notes to financial statements.


                                                       34
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                 CHINA WI-MAX COMMUNICATIONS, INC.
                                                 (A Development Stage Enterprise)

                                  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


                                                                                                                     Period from
                                                                                                                     July 5, 2006
                                                                                                                     (inception)
                                                                              Year ended         Year ended           through
                                                                              December 31,       December 31,        December 31,
                                                                                 2008              2007                 2008
                                                                           ----------------   ----------------       ---------------
<S>                                                                        <C>                <C>                    <C>

Operating expenses:
    General and administrative expense                                     $    (1,520,271)   $      (426,102)       $  (1,954,911)
                                                                           ----------------   ----------------       ---------------

Operating loss                                                                  (1,520,271)          (426,102)          (1,954,911)
                                                                           ----------------   ----------------       ---------------

Other expense:
    Interest expense                                                              (195,924)           (18,488)            (214,412)
                                                                           ----------------   ----------------       ---------------

Net loss                                                                        (1,716,195)          (444,590)          (2,169,323)

Foreign currency translation gain                                                   25,853                  -               25,853
                                                                           ----------------   ----------------       ---------------

Comprehensive loss                                                         $    (1,690,342)   $      (444,590)       $  (2,143,470)
                                                                           ================   ================       ===============

Basic and diluted net loss per share                                       $         (0.17)   $         (0.06)
                                                                           ================   ================

Weighted average number of common
    shares outstanding                                                          10,087,814          7,136,096
                                                                           ================   ================


                                        See notes to financial statements.

                                                       35
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                            CHINA WI-MAX COMMUNICATIONS, INC.
                                             (A Development Stage Enterprise)

                                        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

                               PERIODS FROM JULY 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008




                                                                                                            Deficit
                                                                                           Accumulated   accumulated     Total
                                                     Common stock            Additional       other       during the     share-
                                              -----------------------------    paid in     comprehensive  development    holders'
                                                Shares            Amount       capital        income         stage       Deficit
                                              -----------      ------------  -----------    ----------   ------------  ------------
<S>                                           <C>              <C>           <C>           <C>           <C>           <C>
Common stock issued for cash
between July 5, 2006
(inception) and December 31,
2006 at par value ($0.001 per
share)                                         3,825,000       $     3,825   $        -   $         -   $         -   $     3,825

Net loss                                                                              -             -        (8,538)       (8,538)
                                              -----------      ------------  -----------  ------------   ------------  ------------

Balances, December 31, 2006                    3,825,000             3,825            -             -        (8,538)       (4,713)

Common stock issued for cash between
January and June 2007 at par value
($0.001 per share)                             5,230,000             5,230            -             -             -         5,230

Common stock issued for cash between
June and December 2007 at par value
($0.001 per share)                               260,000               260            -             -             -           260

Common stock issued for services,
valued at $0.25 per share                        455,000               455      113,295             -             -       113,750

Net loss                                               -                 -            -             -      (444,590)     (444,590)
                                              -----------      ------------  -----------  ------------   ------------  ------------
Balances, December 31, 2007                    9,770,000             9,770      113,295             -      (453,128)     (330,063)

Shares of common stock cancelled
between January and March 2008 at
par value ($0.001 per share)                    (260,000)             (260)           -             -             -          (260)

Common stock issued for services,
between January and October 2008,
valued at $0.25 per share
                                                 884,000               884      220,116             -             -       221,000

Common stock issued upon conversion
of notes and accrued interest in December,
2008, valued at $0.25 per share                  391,002               391       97,362                                    97,753

Fair value of options vested during
the year                                               -                 -      103,275             -             -       103,275

Net loss                                               -                 -            -             -    (1,716,195)   (1,716,195)

Other comprehensive income adjustments
    Gain on foreign currency translation
                                                       -                 -            -        25,853             -        25,853
                                              -----------      ------------  -----------  ------------   ------------  ------------

Balances, December 31, 2008                   10,785,002       $    10,785   $  534,048   $    25,853   $(2,169,323)  $(1,598,637)
                                              ===========      ============  ===========  ============   ============  ============


                                               See notes to financial statements.

                                                               36
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                CHINA WI-MAX COMMUNICATIONS,INC.
                                                (A Development Stage Enterprise)

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                                   Period from
                                                                                                                   July 5, 2006
                                                                                                                   (Inception)
                                                                                                                      through
                                                                        Year ended             Year ended          December 31,
                                                                    December 31, 2008      December 31, 2007           2008
                                                                  --------------------     ------------------      -------------
<S>                                                               <C>                     <C>                      <C>

Cash flows from operating activities:
Net loss                                                           $       (1,716,195)    $       (444,590)        $   (2,169,323)
Adjustments to reconcile net loss to net cash
 used in operating activities:
   Common stock issued for services                                           221,000              113,750                334,750
   Accrued interest converted to common stock                                  13,753                    -                 13,753
   Non-cash stock option expense                                              103,275                    -                103,275
   Depreciation                                                                 6,323                    -                  6,323
   Amortization of debt-issue costs                                             3,162                2,108                  5,270
   Changes in assets and liabilities:
     Increase in prepaid expenses                                             (15,822)              (8,019)               (23,841)
     Increase in accounts payable                                              32,329               78,972                119,830
     Increase in accrued interest                                             179,261               16,380                195,641
                                                                  --------------------    --------------------     -----------------

Net cash used in operating activities                                      (1,172,914)            (241,399)            (1,414,322)
                                                                  --------------------    --------------------     -----------------

Cash flows from investing activities:
       Purchase of property and equipment                                    (205,133)            (306,346)              (511,479)
       Purchase of intangible and other assets                               (178,875)            (185,320)              (364,195)
                                                                  --------------------   --------------------      -----------------

Net cash used in investing activities                                        (384,008)            (491,666)              (875,674)
                                                                  --------------------   --------------------      -----------------

Cash flows from financing activities:
       Proceeds from issuance of convertible notes payable                  1,520,100              914,000              2,434,100
       Proceeds from issuance of common stock                                   2,310                5,620                  9,055
       Debt issue costs                                                             -               (5,270)                (5,270)
                                                                  --------------------   --------------------      -----------------

Net cash provided by financing activities                                   1,522,410              914,350              2,437,885
                                                                  --------------------   --------------------      -----------------

Net (decrease) increase in cash                                               (34,512)             181,285                147,889
Cash, beginning of period                                                     182,401                1,116                      -
                                                                  --------------------   --------------------      -----------------


Cash, end of period                                                $          147,889    $         182,401         $      147,889
                                                                  ====================   ====================      =================

Supplemental disclosure of non-cash investing
and financing activities:

    Convertible notes and interest converted to common stock       $           97,753    $                         $       97,753
                                                                  ====================   ====================      =================

      Receivable from issuance of common stock                     $                -    $             2,570       $        5,720
                                                                  ====================   ====================      =================


                                               See notes to financial statements.

                                                               37
</TABLE>

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

1.   Organization, basis of presentation, going concern and management's plans:

     Organization and basis of presentation:

     China Wi-Max  Communications,  Inc. (the "Company") is a development  stage
     telecommunications  broadband provider. The Company is a Nevada corporation
     formed in July 2006, and is focused on providing  commercial customers with
     high  bandwidth  connections  throughout  first and second tier  markets in
     China. For accounting purposes,  the Company is classified as a development
     stage  enterprise  in  accordance  with  Statement of Financial  Accounting
     Standards ("SFAS") No. 7.

     The Company  plans to build,  own, and operate  metropolitan  area Internet
     Protocol (IP)-based broadband networks using a combination of Company-owned
     optical fiber and licensed Wi-Max (Worldwide Interoperability for Microwave
     Access) capable wireless  spectrum.  These networks are designed to provide
     the reliability,  redundancy, scalability, and other features expected of a
     carrier class network.  The Company intends to provide value-added services
     such  as IP  transport,  Internet  Service  Provider  (ISP)  services,  and
     broadband  internet access.  The Company plans to position itself to bypass
     the local loop facilities of the current local exchange carriers to connect
     enterprise customers directly to a global communications network.

     In September 2008, the Company effectuated the formation and control of two
     wholly-owned  subsidiaries  in China:  Beijing Yuan Shan Da Chuan  Business
     Development Ltd. ("Da Chuan") and Beijing Yuan Shan Shi Dai Technology Ltd.
     ("Shi Dai").  Da Chuan has  contractual  agreements  with two local Chinese
     companies  to use  licenses  to  deliver  "Value  Added  Telecommunications
     Services"  (Note 4). Shi Dai owns optical  fiber assets  located in Beijing
     and Hangzhou;  Shi Dai's purchases of optical fiber assets were made at the
     direction of and with funding from China Wi-Max prior to consolidation. The
     Company began initial  operation of its network in Beijing in 2008, but has
     not generated any revenue to date.

     The Company's  financial  statements  as of December 31, 2008,  and for the
     period from  September 24, 2008,  the date at which the Company gained 100%
     ownership of Da Chuan and Shi Dai, through  December 31, 2008,  include the
     accounts of Da Chuan and Shi Dai.  Intercompany  balances and  transactions
     have been eliminated in consolidation.

     The Company's  foreign  subsidiaries  (Da Chuan and Shi Dai) are located in
     China, and foreign  transactions are conducted in currencies other than the
     U.S.  dollar,  primarily the Chinese  Renmimbi  (RMB). Da Chuan and Shi Dai
     financial  statements  are  maintained  in  the  functional  currency.  For
     financial reporting purposes,  the financial statements of the subsidiaries
     have  been  translated  into  United  States  (U.S.)  dollars.  Assets  and
     liabilities  are translated into U.S.  dollars at year-end  exchange rates.
     Income  and  expense  items are  translated  at  weighted-average  rates of
     exchange prevailing during the year, and equity is translated at historical
     exchange  rates.  Any  resulting  translation  adjustments  are  charged or
     credited to other comprehensive income in shareholders'  deficit. Gains and
     losses on foreign  currency  transactions  are included in other income and
     expense.

     The Company is exposed to movements in foreign currency  exchange rates. In
     addition, the Company is subject to risks including adverse developments in
     the foreign political and economic  environment,  trade barriers,  managing
     foreign operations and potentially  adverse tax consequences.  There can be
     no assurance  that any of these  factors will not have a material  negative
     impact on the Company's financial condition or results of operations in the
     future.


                                       38
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

     1.  Organization,  basis of  presentation,  going concern and  management's
     plans (continued):

     Going concern and management's plans:

     The accompanying financial statements have been prepared on a going concern
     basis,  which  contemplates the realization of assets and the settlement of
     liabilities and  commitments in the normal course of business.  The Company
     reported a net loss of approximately $1,716,000 for the year ended December
     31, 2008, and a working  capital  deficiency and  shareholders'  deficit of
     approximately  $2,494,000  and  $1,599,000,  respectively,  at December 31,
     2008. The Company has a limited  operating  history and no current  revenue
     producing  operations.  In addition,  the Company does not have a revolving
     loan agreement with any financial institution,  nor can the Company provide
     any  assurance  it will be able to enter  into any  such  agreement  in the
     future,  or be able to raise  funds  through a future  issuance  of debt or
     equity.  These factors raise  substantial doubt about the Company's ability
     to continue as a going concern. The financial statements do not include any
     adjustments  relating to the recoverability and classification of assets or
     the amounts  and  classification  of  liabilities  that might be  necessary
     should the Company be unable to continue as a going concern.

     The  Company's  continuance  as a going  concern is dependent on its future
     profitability   and  on  the  on-going  support  of  its  shareholders  and
     creditors.  In order to mitigate the going concern  issues,  the Company is
     continuing to raise capital through its $2.0 million bridge loan financing,
     which consists of 10% convertible notes maturing on December 31, 2009 (Note
     5). The Company raised approximately  $1,430,000 through December 31, 2008,
     and has raised an additional  $95,000 during the first quarter of 2009. The
     10% convertible note placement is anticipated to be completed in the second
     quarter of 2009.  The Company is also  planning a  $1million  to $5 million
     private placement of stock in mid 2009. However,  additional  financing may
     not be  available  in amounts or on terms  acceptable  to the Company or at
     all. As a  consequence,  if the Company is unable to obtain any  additional
     financing  in the near term,  the  Company  will be  required  to delay its
     business plan  implementation,  and/or the Company may be required to cease
     operations  in order to offset the lack of available  funding,  which would
     have a material adverse impact on the Company.

2.   Summary of significant accounting policies:

     Use of estimates in the preparation of financial statements:

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts 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  periods.  Actual
     results could differ from those estimates.

     Property and equipment:

     Property and equipment are stated at cost, and  depreciation is provided by
     use of the  straight-line  method over the  estimated  useful  lives of the
     related assets. Major improvements are capitalized,  while expenditures for
     repairs and maintenance are expensed when incurred.  Estimated useful lives
     of property and equipment are as follows:

                  Fiber optic cable                      25 years
                  Network support equipment               5 years


                                       39
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

2.   Summary of significant accounting policies (continued):

     Impairment of long-lived assets:

     Management assesses the carrying values of long-lived assets for impairment
     when  circumstances  indicate that such amounts may not be recoverable from
     future  operations.  Generally,  assets to be held and used are  considered
     impaired if the sum of expected undiscounted future cash flows is less than
     the  carrying  amount  of  the  asset.  Management  does  not  believe  any
     impairment has occurred as of December 31, 2008.  The accounting  estimates
     for the Company's  long-lived assets require management to make significant
     assumptions about fair value. Management's assumptions regarding fair value
     require significant judgments about economic factors,  industry factors and
     technology  considerations,   as  well  as  about  the  Company's  business
     prospects.  Changes in these judgments may have a significant effect on the
     estimated fair values of the Company's  long-lived  assets and could result
     in an impairment  charge that could have a material  adverse  effect on our
     results of operations. Debt issue costs:

     Debt issue costs of  approximately  $5,000 were fully amortized to interest
     expense on a straight-line  basis over the term of the related debt,  which
     matured in December 2008 (Note 5).

     Convertible securities:

     Convertible  notes are accounted for in accordance  with the  provisions of
     Emerging  Issues  Task  Force  ("EITF")  Issue  No.  98-5,  Accounting  for
     Convertible  Securities with Beneficial  Conversion  Features ("EITF 98-5")
     and EITF  Issue  No.  00-27,  Application  of  Issue  No.  98-5 to  Certain
     Convertible  Instruments ("EITF 00-27").  Under these  pronouncements,  the
     Company,   where  applicable,   records  a  beneficial  conversion  feature
     amortized  as  additional  discount on debt and  recorded  as expense.  The
     Company has also  considered  EITF No.  05-2,  The Meaning of  Conventional
     Convertible  Debt  Instruments  and EITF Issue No.  00-19,  Accounting  for
     Derivative Financial  Instruments Indexed to, and Potentially Settled in, a
     Company's Own Stock.

     Fair value of financial instruments:

     The fair value of the  Company's  cash,  receivables  from the  issuance of
     common stock,  accounts payable and convertible  notes,  approximate  their
     carrying amounts due to the short maturities of these instruments.

     Revenue recognition:

     As of December 31, 2008, the Company has no  revenue-producing  operations.
     When  revenue  generating  operations  begin,  the Company  will  recognize
     revenue  pursuant to Securities and Exchange  Commission,  Staff Accounting
     Bulletin ("SAB") No. 101, Revenue Recognition in Financial  Statements,  as
     amended  by  SAB  No.  104,  Revenue   Recognition.   Consistent  with  the
     requirements  of these  SABs,  revenue  will be  recognized  only when:  a)
     persuasive evidence of arrangement exists, b) delivery has occurred, c) the
     seller's price to the buyer is fixed, and d)  collectability  is reasonably
     assured.


                                       40
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007


     Loss per share:

     Basic  loss per share of common  stock is  computed  based on the  weighted
     average number of common shares  outstanding during the year. Stock options
     and  common  shares   issuable  upon  the  conversion  of  debt  securities
     (7,178,300 at December 31, 2008 and 3,721,520 at December 31, 2007) are not
     considered  in  the  calculation,  as the  effect  would  be  antidilutive.
     Therefore, diluted loss per share is equivalent to basic loss per share.


2.   Summary of significant accounting policies (continued):

     Recent Accounting Pronouncements

     In December 2007, the Financial  Accounting Standards Board ("FASB") issued
     SFAS No. 141 (R),  Business  Combinations  ("SFAS 141 (R)"),  which becomes
     effective for fiscal periods  beginning  after December 15, 2008.  SFAS No.
     141 (R) requires all business  combinations  completed  after the effective
     date to be accounted  for by applying the  acquisition  method  (previously
     referred to as the purchase  method).  Companies  applying this method will
     have to identify the acquirer,  determine the acquisition date and purchase
     price,  and  recognize  at  their  acquisition  date  fair  values  of  the
     identifiable assets acquired,  liabilities assumed, and any non-controlling
     interests in the acquiree. In the case of a bargain purchase,  the acquirer
     is required to reevaluate the  measurements  of the  recognized  assets and
     liabilities at the acquisition date and recognize a gain on that date if an
     excess remains.  The Company does not expect the adoption of this statement
     to have a material impact on its financial  statements,  unless the Company
     enters into business acquisitions in the future.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
     Consolidated Financial Statements an Amendment of ARB 51 ("SFAS 160") which
     becomes  effective for fiscal  periods  beginning  after December 15, 2008.
     This  statement  amends  ARB  51  to  establish  accounting  and  reporting
     standards  for  non-controlling  interests  in a  subsidiary  and  for  the
     deconsolidation of a subsidiary. The statement requires ownership interests
     in  subsidiaries   held  by  parties  other  than  the  parent  be  clearly
     identified,  labeled,  and  presented  in  the  consolidated  statement  of
     financial  position within equity,  but separate from the parent's  equity.
     The  statement  also  requires  consolidated  net income to be  reported at
     amounts  that include the amounts  attributable  to both the parent and the
     non-controlling  interest,  with disclosure on the face of the consolidated
     statement of income of the amounts of consolidated net income  attributable
     to the  parent  and to the  non-controlling  interest.  In  addition,  this
     statement  establishes  a single  method of  accounting  for  changes  in a
     parent's  ownership  interest  in  a  subsidiary  that  do  not  result  in
     deconsolidation  and requires that a parent recognize a gain or loss in net
     income when a subsidiary is deconsolidated. The Company does not expect the
     adoption of this statement to have an impact on its financial statements.

     In February  2007,  the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an amendment to FASB
     Statement No. 115. This  statement  permits  companies to choose to measure
     many financial  instruments and other items at fair value. The objective is
     to improve financial  reporting by providing  entities with the opportunity
     to mitigate  volatility in reported  earnings  caused by measuring  related
     assets and  liabilities  differently  without having to apply complex hedge
     accounting provisions. This statement is expected to expand the use of fair



                                       41
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

     value  measurement  of accounting for financial  instruments,  and the fair
     value option  established by this statement permits all entities to measure
     eligible items at fair value at specified  election  dates.  This statement
     was effective for the Company on January 1, 2008. The Company did not apply
     the fair value option to any of its  outstanding  instruments and therefore
     SFAS No. 159 did not have an impact on the Company's financial statements.

     In September  2006,  the FASB issued SFAS No. 157, Fair Value  Measurement.
     This  statement  defines fair value,  establishes a framework for measuring
     fair  value  in  generally  accepted  accounting  principles,  and  expands
     disclosures


2.   Summary of significant accounting policies (continued):

     Recent Accounting Pronouncements (continued)

     about fair value  measurements.  SFAS No. 157 does not require any new fair
     value  measurements,  but provides guidance on how to measure fair value by
     providing  a fair  value  hierarchy  used to  classify  the  source  of the
     information.  SFAS No.  157  defines  fair value as the price that would be
     received  to sell an asset or pay to  transfer  a  liability  in an orderly
     transaction   between  market   participants  at  the   measurement   date.
     Additionally,  SFAS No. 157 requires the use of valuation  techniques  that
     maximize the use of observable  inputs and minimize the use of unobservable
     inputs. These inputs are prioritized below:

                  Level 1: Observable  inputs such as quoted market prices in
                           active markets for identical assets or liabilities.

                  Level 2: Observable  market-based  inputs or  unobservable
                           inputs that are corroborated by market data.

                  Level 3: Unobservable  inputs for which there is little or no
                           market data, which require the use of the reporting
                           entity's own assumptions.

     SFAS No.  157 was  effective  for the  Company  on  January 1, 2008 for all
     financial assets and liabilities. For non-financial assets and liabilities,
     SFAS No. 157 is effective for the Company on January 1, 2009. Management is
     currently determining the effect that the adoption of SFAS No. 157 may have
     on its financial statements beyond its current fiscal year.

     In April  2008,  the FASB  issued  FASB  Staff  Position  (FSP) FAS  142-3,
     Determination of the Useful Life of Intangible Assets.  This FSP amends the
     factors  that  should be  considered  in  developing  renewal or  extension
     assumptions  used to determine  the useful life of a recognized  intangible
     asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets."
     The intent of this FSP is to improve  the  consistency  between  the useful
     life of a recognized intangible asset under Statement 142 and the period of
     expected  cash flows used to measure the fair value of the asset under FASB
     Statement No. 141 (Revised  2007),  Business  Combinations,  and other U.S.
     generally accepted accounting  principles (GAAP). This FSP is effective for
     financial  statements  issued for fiscal years beginning after December 15,
     2008,  and interim  periods  within those fiscal years.  Early  adoption is
     prohibited. The Company does not expect the adoption of FSP 142-3 to have a
     material effect on its results of operations and financial condition.

     In May 2008,  the FASB  issued  FASB  Staff  Position  (FSP)  No.  APB 14-1
     Accounting for  Convertible  Debt  Instruments  That May Be Settled in Cash
     upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB
     14-1 requires the issuer of certain  convertible  debt instruments that may
     be settled in cash (or other assets) on  conversion  to separately  account
     for the liability (debt) and equity  (conversion  option) components of the
     instrument  in a manner that  reflects  the issuer's  non-convertible  debt
     borrowing  rate. FSP APB 14-1 is effective for fiscal years beginning after
     December 15, 2008 on a retroactive  basis and was adopted by the Company on
     January 1, 2009.  The Company  does not expect the adoption of FSP APB 14-1
     to have a  material  effect on its  results  of  operations  and  financial
     condition.

                                       42
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

3.   Property and equipment:

     In 2008,  the Company  placed  property and equipment  into service.  As of
     December 31, 2008, property and equipment consists of the following:

                  Fiber optic cable                   $506,616
                  Network equipment                     30,716
                                                     -----------
                                                       537,332
                  Less: accumulated depreciation        (6,323)
                                                     ------------

                                                      $531,009
                                                     ============

4.   Intangible and other assets:

     At December 31, 2008 and 2007,  intangible  and other assets consist of the
     following:

                                              2008                   2007
                                              ----                   ----

         Contractual license rights        $ 326,056             $        -
         Deposits                             38,139                491,666
                                             -------               ---------

                                           $ 364,195             $  491,666
                                             =======               =========

     The Company's intangible asset, contractual license rights,  represents the
     Company  rights to  certain  frequency  licenses  held by Gao Da Yang Guang
     Communication  Technology  Ltd. ("Gao Da").  The Company  entered into this
     contract with Gao Da in September 2008.  Previous to the contract date, the
     Company had recorded  deposits,  which  represented cash paid to Gao Da for
     the purpose of acquiring frequency licenses.

     The  contractual  license rights  represent the right to revenue  generated
     from  customers who contract to utilize  frequency  licenses held by Gao Da
     (Note 8). The Company  amortizes this intangible asset over the twenty-year
     term of the agreement  (amortization was not considered  material in 2008).
     The Company  evaluates this intangible asset for impairment  annually,  and
     between annual  evaluations if events or changes in circumstances  indicate
     that the  carrying  amount of the asset  may not be fully  recoverable.  In
     cases where required, an impairment provision is recognized in an amount by
     which the carrying value exceeds the estimated fair value of the asset.

     Recoverability  of the  contractual  license  rights is dependent  upon the
     recoverability  of the underlying  licenses of Gao Da. The underlying value
     of the frequency  licenses held by Gao Da is dependent on numerous factors,
     including successful deployment of networks and connectivity,  and/or radio
     links. The Company considers the underlying  licenses to have an indefinite
     useful life under the provisions of SFAS 142, Goodwill and Other Intangible
     Assets.  These  licenses  are  typically  renewed if the  licensee  files a
     renewal  application  prior to  license  expiration  wherein  the  licensee
     demonstrates its engagement in supplying  services or related activities to
     satisfy the  appropriate  criteria for renewal.  If at any time the Company
     determines  that these criteria will most likely not be met, or if there is
     a change in  management's  future  business  plans or disposition of one or
     more licenses  underlying the contractual  license rights, the Company will
     first test the  contractual  license  rights for  impairment,  and then the
     Company will modify the life of the  contractual  license  rights and begin
     amortizing  the cost over the  remaining  underlying  license  period.  The
     Company also tests its  contractual  license rights for impairment if there
     are any legal, regulatory, contractual,  competitive, and economic or other
     factors that are determined to limit the useful lives of the licenses.

     The expected  amortization for the next five years is approximately $16,300
     per year, and approximately $244,500 in aggregate for the years thereafter.


                                       43
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007



5.   Convertible notes payable:

     In 2007, the Company issued $914,000 of 12% convertible  notes payable;  an
     additional  $90,300 of 12%  convertible  notes was issued in January  2008.
     These notes bear interest at 12% per annum,  they are unsecured,  and their
     maturity date was December 31, 2008. Principal and interest are convertible
     at any time into shares of the  Company's  common stock at $0.25 per share,
     at the option of the note  holders.  During  2008,  notes for  $84,000  and
     related  accrued  interest of $13,753 were converted into 391,002 shares of
     common stock. As of December 31, 2008, the remaining note holders agreed to
     extend the  maturity  date;  notes for $25,050  were  extended to April 15,
     2009,  notes  for  $25,050  were  extended  to May 1,  2009,  and notes for
     $870,200 were extended to July 1, 2009.

     During the year ended  December 31, 2008,  the Company issued an additional
     $1,429,800 of 10% convertible notes payable which mature December 31, 2009.
     These notes bear interest at 10% per annum and are unsecured. Principal and
     interest are  convertible  at any time into shares of the Company's  common
     stock at $0.50 per share, at the option of the note holders.

6.   Income taxes:

     Based on statutory  rates,  the Company's  expected  income tax benefit was
     approximately  $584,000 and $153,000 for the years ended  December 31, 2008
     and 2007,  respectively.  The expected  income tax benefit differs from the
     actual benefit of $0 each period, due primarily to the valuation allowance.


     Deferred  tax assets  consisted  of the  following at December 31, 2008 and
     2007:

                                                   2008              2007
                                               -------------    --------------
       Deferred non-current tax assets:
           Net operating loss carryforwards    $     739,000    $      153,000
           Valuation allowance                      (739,000)         (153,000)
                                               -------------    --------------
       Net non-current deferred tax assets     $           -    $            -
                                               =============    ==============

     The Company's  subsidiaries operate in the PRC and are therefore subject to
     the PRC tax laws and  regulations.  The  Peoples  Republic  of China  (PRC)
     federal  statutory  income tax rate is 25% and the local income tax rate is
     3%.  At  December  31,  2008,  the  Company  has U.S.  net  operating  loss
     carryforwards   of   approximately   $2,137,000   and  PRC  net   operating
     carryforwards of approximately  $32,000,  which expire through 2028. As the
     Company is unable to determine  that it is more likely than not that future
     taxable  income of the Company will be  sufficient  to utilize the U.S. and
     PRC net  operating  loss  carryforwards,  a  valuation  allowance  has been
     established against this asset.


                                       44
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

7.   Shareholders deficit:

     Receivable from issuance of common stock:

     At December 31, 2007,  the Company had a receivable for common stock issued
     of $2,570. All payments were received in 2008.

     Stock option plan:

     Effective January 1, 2008, the Company established a Stock Option Award and
     Compensation  Plan (the  "Plan")  covering  up to  4,000,000  shares of the
     Company's  common  stock.  Any  employee,  consultant  or  Director  of the
     Company,  any parent or any  subsidiary  is  eligible to  participate.  The
     exercise  prices  of  the  options  granted  are  determined  by  the  Plan
     committee,  whose members are appointed by the Board of Directors,  and the
     exercise prices are generally to be established at the estimated fair value
     of the Company's common stock at the date of grant. Options granted to date
     have terms that do not exceed five years. There were 637,500 vested options
     as of December 31, 2008.  Before any options may be delivered or exercised,
     the  shareholders   must  ratify  the  Plan.  The  Company  is  planning  a
     shareholder  meeting to ratify the Plan once the  Company's  stock has been
     approved for market trading.

     The   compensation   committee  may  award   incentive  stock  options  and
     nonqualified  stock options under the 2008 Plan. Only employees may receive
     incentive  stock options.  The  compensation  committee also determines the
     exercise price of each option.  However, the exercise price of an incentive
     stock  option  may not be less  than 100% of the fair  market  value of the
     underlying  shares on the date of grant.  The exercise  price of any option
     may not be less than the par value of the underlying share(s).

     The compensation  committee determines the term of each option, but no term
     may exceed 10 years from the date of grant. The compensation committee also
     determines  at what time or times  each  option  may be  exercised  and any
     conditions that must be met before an option may be exercised.  Options may
     be made exercisable in installments,  and the exercisability of options may
     be accelerated by the compensation  committee. As of December 31, 2008, the
     Company's Board of Directors was serving as the compensation committee.

     In 2008, the Company  recorded total  stock-based  compensation of $103,275
     for options that vested  during the year,  which is included in general and
     administrative  expense.  As of  December  31,  2008,  the  fair  value  of
     1,562,500  unvested  stock  options was  $190,275,  which is expected to be
     recognized over a weighted average period of approximately one year.

     The Company uses the  Black-Scholes  option  pricing model to determine the
     weighted average fair value of options.  The weighted average fair value of
     options granted during 2008 was $0.13 per share.  The assumptions  utilized
     to  determine  the fair  value of  options  granted  during  the year ended
     December 31, 2008 are provided in the following table:

                Risk free interest rates                         1.61% - 2.89%
                Expected volatility                                80% - 89%
                Expected term in years                               2 - 3
                Expected dividend yield                                -


                                       45
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

7.   Shareholders deficit (continued):

     The following table sets forth the activity in the Company's Plan since its
     January 1, 2008 establishment:

<TABLE>
<CAPTION>

                                                           Weighted
                                                            Average
                                           Number of       Exercise                       Average
                                            Options          Price        Exercisable     Fair Value
                                        --------------- --------------- ---------------- ------------
<S>                                     <C>             <C>             <C>              <C>
       Outstanding, January 1, 2008            -               -               -              -
       Granted during period               2,600,000         $0.25          737,500         $0.13
       Forfeited/expired                    (400,000)         0.25         (100,000)         0.14
                                        --------------  --------------- ---------------- ------------
       Outstanding, December 31, 2008      2,200,000         $0.25          637,500         $0.13
                                        =============== =============== ================ ============
</TABLE>

     It was determined that there was no intrinsic value attributable to options
     granted  during the year ended  December 31, 2008, as the estimated  market
     price of the  Company's  common  stock of $.25 per share is the same as the
     exercise price of the options.

     Common stock issued for services:

     During the year ended  December 31, 2008, the Company issued 884,000 shares
     of common  stock to  various  parties as  employment  signing  bonuses  and
     payments for services performed for the Company,  valued at $221,000 ($0.25
     per share).  During 2007, the Company issued 380,000 shares of common stock
     to various third parties who performed  development  stage services for the
     Company. These shares were valued at $95,000. In December 2007, the Company
     also issued  75,000  shares to a  director/significant  shareholder  of the
     Company  valued at $18,750 for  services  rendered.  All shares  issued for
     services  were valued at $0.25 per share,  which was based on the estimated
     fair value of the services rendered.

     Subsequent  to December  31, 2008 and  through  April 2, 2009,  the Company
     issued an additional  1,035,000  common shares of stock as signing  bonuses
     and   payments  for  services   performed   for  the  Company,   valued  at
     approximately $259,000 ($.25 per share).

8.   Commitments:

     Contract with Gao Da

     In September  2008, the Company,  through Da Chuan,  entered into a 20-year
     contract  with Gao Da, in which the Company is entitled to utilize Gao Da's
     licenses and contracts that relate to the Company's deployment of fiber and
     wireless assets for the Company's benefit, as defined. As consideration for
     the service  agreement,  the Company is to pay or reimburse  Gao Da for any
     licensing  fees for base  stations  or license  renewal  expenses,  and the
     Company  is to pay a  quarterly  fee to Gao Da equal to one  percent of net
     revenue  generated  from the use of Gao Da's  contracts and licenses in the
     Company's  business  operations,  as  defined.  No fees were  payable as of
     December 31, 2008 under the contract.

     Gao Da's  president and sole  shareholder  owns  approximately  9.3% of the
     Company's common stock at December 31, 2008.

                                       46
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    PERIODS ENDED DECEMBER 31, 2008 AND 2007

     Lease

     In 2008,  the Company began leasing  office space in Denver,  Colorado on a
     month-to-month basis. Rent expense is approximately $1,100 per month. Total
     lease expense for 2008 was approximately $11,000.

9.   Subsequent event:

     In March 2009, the Company entered into a three-year  employment  agreement
     with an individual  to serve as President and Director of the Company.  The
     base salary is  established  at $10,000 per month,  beginning June 1, 2009.
     The Agreement  also provides a signing bonus of 250,000  shares and options
     to purchase  up to 300,000  shares at $.25 per share when vested over three
     years.




















                                       48
<PAGE>

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

Not applicable.


ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods  specified in the SEC rules and forms, and that such information is
accumulated and  communicated  to our management,  including the Chief Executive
Officer and Chief  Financial  Officer as appropriate  to allow timely  decisions
regarding required disclosure.

Management,  including the Chief Executive Officer and Chief Financial  Officer,
after  evaluating the  effectiveness  of the Company's  disclosure  controls and
procedures  as defined in Exchange  Act Rules  13a-14(c) as of December 31, 2008
(the "Evaluation  Date") concluded that as of the Evaluation Date, the Company's
disclosure  controls and  procedures  were  ineffective  to ensure that material
information  relating to the Company would be made known to them by  individuals
within  those  entities,  particularly  during the  period in which this  annual
report was being prepared and that  information  required to be disclosed in our
SEC reports is recorded,  processed,  summarized,  and reported  within the time
periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

This  annual  report  does not  include  a  report  of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the Company's independent  registered public accounting firm due to a transition
period established by rules of the Securities and Exchange  Commission for newly
public companies.

                                       48
<PAGE>


ITEM 9B.  OTHER INFORMATION
---------------------------

Not applicable.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
----------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
China  Wi-Max  directors,  executives  or officers,  including  their ages as of
December 31, 2008.

<TABLE>
<CAPTION>

          Name              Age                       Position                                Term
------------------------ ---------- ------------------------------------------- --------------------------------
<S>                      <C>        <C>                                         <C>
Dr. Allan Rabinoff          63      Chairman and Executive Director - China     Annual- Board, Officer and 3
                                    Business Development                        years executive position

Steven T. Berman (1)        46      President and Director                      Annual- Board, Officer and 3

George E. Harris (2)        59      Chief Financial Officer and Director;       Annual- Board, Officer and 3

Buck Krieger                68      Director                                    Annual - Board

Jenny Wang (4)              45      Former Chief Administrative Officer and     Annual - Officer

Daniel Najor (5)            54      Former Director                             Annual

Sharon Xiong (3)            47      Director                                    Annual
</TABLE>

(1) Effective March 5, 2009, Mr. Berman was appointed  President and Director of
China Wi-Max Communications, Inc.

(2) Mr.  Harris  resigned as President  effective  March 5, 2009. He retains the
title Chief Financial Officer and remains a Board member.

(3) Effective  March 9, 2009, Ms. Xiong was appointed a Director of China Wi-Max
Communications, Inc.

(4)  Ms.  Wang  resigned  as a  Director  and as  Chief  Administrative  Officer
effective March 5, 2009.

(5) Mr. Najor resigned as a Director effective March 1, 2009.

China  Wi-Max's  officers  are  elected by the board of  directors  at the first
meeting after each annual meeting of China Wi-Max's shareholders and hold office
until their  successors  are duly  elected and  qualified  under China  Wi-Max's
bylaws, or as defined by the terms of employment agreements.

The  directors  named above will serve  until the next  annual  meeting of China
Wi-Max's stockholders.  Thereafter, directors will be elected for one-, two-, or
three-year terms at the annual stockholders'  meeting.  Officers will hold their
positions  at the  pleasure  of the board of  directors  absent  any  employment
agreement.  There is no arrangement or  understanding  between the directors and
officers of China  Wi-Max's and any other person  pursuant to which any director
or officer was or is to be selected as a director or officer.

Dr. Allan Rabinoff and George E. Harris devote  substantially  all their time to
the  affairs  of  China   Wi-Max.   Steven  T.  Berman  is  expected  to  devote
substantially  all of his time to the affairs of China Wi-Max  beginning June 1,
2009. The other Board members or officers of China Wi-Max will devote  part-time
to its affairs until such time as they may be required to devote full time.


                                       49
<PAGE>

China Wi-Max is building a team of experienced  business and  telecommunications
experts who understand the combined fiber/wireless  broadband delivery model and
also have business knowledge within China.

Chairman and Founder:  Dr. Allan Rabinoff has over twenty-five years of business
experience  in  China  and  the Far  East,  including  developing  international
companies  and  teams.  Dr.  Rabinoff  has been  involved  as a Board and Senior
Executive Team member of several Chinese  ventures.  Additionally,  he served as
the Chief  Operations  Officer of In Touch  Communications  Inc. in Beijing from
November 2004 to May 2005. Dr. Rabinoff has accumulated a vast array of contacts
in business and  government  over the last  twenty-five  years in Asia and has a
firm grasp on the  requirements  necessary to successfully  operate in China. In
1975, Dr. Rabinoff earned a PhD from the University of Maryland. He also holds a
Master's and Bachelor of Science degree from the University of Wisconsin.

President  and  Director:  Mr.  Steven T. Berman was  appointed as President and
Director  on March 5,  2009.  Mr.  Berman  has a B.A.  from  the  University  of
Wisconsin (1984) and a J.D. from the University of Wisconsin  (1987).  He served
as Assistant  General  Counsel from 1989-1994 for the National  Rural  Utilities
Cooperative   Finance  Corp.  He  became  Senior  VP,   General   Counsel,   and
Secretary/Treasurer  of  National  Rural  Telecommunications   Cooperative  from
1994-2004.  In 2005-2006,  he was  President/CEO of First Capital Surety & Trust
Company. He founded EBC Enterprises, LLC in 2004 as a consulting company.

Chief Financial Officer and Director; Former President: Mr. George E. Harris was
most  recently a Senior Vice  President at  Falkenberg  Capital  Corporation,  a
boutique  investment  bank  to the  telecommunications  community.  Mr.  Harris'
experience includes numerous active roles in several technology startups. In his
role  at   Falkenberg,   he  worked   closely   with   companies   that  deliver
telecommunications  and data services utilizing wired and wireless technologies.
Mr.  Harris  is also the  President  of Harris  Products,  Inc.  and  Integrated
Components,  Inc.,  and  managed  component  manufacturing  facilities  based in
Southern China. Previously,  Mr. Harris served as the Chief Financial Officer of
Farm Credit Banks of St.  Louis.  During a ten year career at AT&T,  Mr.  Harris
held various financial,  software development,  data systems, financial planning
and operational positions.  He has been a Certified Public Accountant since 1977
in the state of  California,  where he worked for Arthur Young and Company,  and
earned a Bachelor of Science  degree in  accounting  and an MBA from  Pepperdine
University.  Mr.  Harris  resigned as President on March 5, 2009. He retains his
positions as Chief Financial Officer and Director.

Director: Mr. Buck Krieger was appointed to the Company's Board at its inception
in July 2006.  In August of 2004 he was the  President of  StarTelecom,  Inc., a
telecommunications  consulting  firm,  until  July  2006.  Mr.  Krieger  has  an
extensive financial  background which began at Clayton Brokerage Company,  which
became the largest  brokerage  house in the country  dedicated  to  commodities.
During his tenure at Clayton  Brokerage  he was an  Executive  V.P. and National
Sales Manager for ten years. Mr. Krieger retired from Clayton after  twenty-five
years. He intends to focus his business time primarily on China Wi-Max.

Director:  Ms.  Sharon Xiong was  appointed to the  Company's  Board on March 9,
2009. Ms. Xiong  received her education in Computer  Science from the University
of Colorado, Denver and holds an EMBA from the University of Colorado, Denver, a
Ph.D. from the Medical school at the University of South Dakota,  and an M.S and
B.S. from Peking University, China. Ms. Xiong currently leads and manages system
verification of High Density SIP Trunk Gateway at Avaya Communication Inc. Prior
to working for Avaya, Sharon worked at Lucent Technologies on 10G optical router
(Bandwidth  Manager)  development  and  Rhythm  Netconnections,  Inc.,  for  DSL
management  software  development.  Ms. Xiong is the president of XBC Consulting
firm which offers  business  consulting  services to people who intend to expand
their business in China's emerging market. She understands Chinese culture,  has
a broad Chinese network, many years hands-on experience in US corporate business
operation, and corporate management skills.

Former Chief Administrative  Officer - China and Director:  Ms. Jenny Wang has a
combination of international skills and technical experience.  Ms. Wang was born
and primarily educated in China, and has a background in science. She has earned
a Bachelor degree in chemistry from Zhejiang University in Hangzhou,  China, and
earned her graduate  degree in chemistry  from Oregon  Graduate  Institute.  She
began her technical career working for an American  manufacturing  company.  Ms.
Wang  lectures  in both  English and Chinese at  professional  seminars  and has
advised Chinese  distributors on developing  International  business agreements,
and technical  product  distribution  with an emphasis on China. Ms. Wang has an
extensive network of business relationships and cultural understanding that will
be a significant asset to the Company. Ms. Wang resigned as Director on March 5,
2009. She retains her position as Chief Administrative Officer.

                                       50
<PAGE>

Former  Director:  Mr. Daniel Najor was appointed to the Company's  Board in May
2008 and resigned  effective March 1, 2009. Mr. Najor has an extensive  business
background   covering  the  last  twenty-nine  years;  he  has  directed  retail
establishments,  real estate and corporate finance  activities,  Internet gaming
and telecom  related  ventures.  Mr.  Najor holds an U.S.  Patent for  telephone
calling  card  coupons.  More  recently,  Mr.  Najor  used his patent to combine
couponing  with calling  cards.  He is currently  the largest  shareholder  in a
leading  provider  of   telecommunication   services  that  facilitate  audience
interaction with television,  radio,  print,  web and outdoor  advertising.  Mr.
Najor has been involved with and helped build a number of startup companies.

Annual Meeting

The annual meeting of China Wi-Max's stockholders is expected to be held as soon
as practicable after the filing of this Annual Report. This will be a meeting of
stockholders  for the election of directors.  The annual meeting will be held at
China Wi-Max's  principal office or at such other place as permitted by the laws
of the  State of Nevada  and on such  date as may be fixed  from time to time by
resolution of China Wi-Max Board of Directors.

Committees of the Board of Directors

China  Wi-Max is managed by its  officers  under the  oversight  of its Board of
Directors.  China  Wi-Max's  Board  of  Directors  plans to  establish  an Audit
Committee  as soon as  practicable.  China  Wi-Max is  currently  attempting  to
recruit one or more independent directors to serve on the Board of Directors and
the audit  committee,  at least one of whom will qualify as an "Audit  Committee
Financial  Expert" as defined in SEC  regulations.  China Wi-Max  established  a
Compensation  Committee  in 2008.  As a  result  of two of the  three  committee
members no longer being associated with the Company,  the Board has assumed this
committee's  responsibilities  on an interim basis. There are currently no other
committees under consideration.

Executive Committee

China Wi-Max currently does not have an Executive Committee.

Audit Committee

China Wi-Max currently does not have an Audit Committee.  When formed, the Audit
Committee  will  be  comprised  solely  of  directors  who are  independent  and
financially  competent,  as required  by the  Securities  Exchange  Act of 1934,
which,  as amended,  China Wi-Max refers to as the  Securities  Exchange Act. At
least one member of the  committee  will have  accounting  or related  financial
management expertise.

Previous "Blank Check" or "Shell" Company Involvement

Management of the Company has not been  involved in prior private  "blank-check"
or "shell" companies.

Compliance with Section 16(A) of the Exchange Act

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of a registered class of the Company's equity securities,  file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than ten percent  stockholders are
required by  regulation  to furnish to the Company  copies of all Section  16(s)
forms they file.

The following persons failed to file forms on a timely basis during the past two
fiscal years as required under Section 16(a) as follows:

         None.

Conflicts of Interest - Directors

The directors of China Wi-Max,  who are not employed  full-time,  may not devote
more than a portion of their time to the  affairs of the  Company.  There may be
occasions when the time  requirements of China Wi-Max's  business  conflict with
the demands of their  other  business  and  investment  activities.  Experienced
directors of public companies,  particularly  those doing business in China, are
difficult to engage due to  expertise/experience  issues and liability,  and may
not  be  readily  available  to be  engaged,  leaving  the  Company  lacking  in
experienced directors.

                                       51
<PAGE>

Conflicts of Interest - Other

Certain officers and directors of China Wi-Max may be directors and/or principal
shareholders of other companies and, therefore, could face conflicts of interest
with respect to potential acquisitions.  Additionally, officers and directors of
the Company may in the future  participate  in business  ventures which could be
deemed to compete  directly with the Company.  Additional  conflicts of interest
and non-arms length  transactions  may also arise in the future in the event the
Company's  officers or directors are involved in the management of any firm with
which the Company transacts business.  At the date of this Annual Report on Form
10-K, there are no current conflicts of interests involving any of our directors
or executive  officers as to any known  business  conflicts of our business.  No
member of  management  is currently an  officer/director  or affiliate  with any
other  public or private  company that is  currently,  or is planning to be in a
competitive business.

ITEM 11.  EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended  December 31,  2008,  2007 and 2006.  The
table sets forth this information for China Wi-Max, including salary, bonus, and
certain other compensation to the Board members and named executive officers for
the past three fiscal  years and  includes all Board  Members and Officers as of
December 31, 2008.

<TABLE>
<CAPTION>

                      SUMMARY EXECUTIVES COMPENSATION TABLE

-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
                                                                     Non-equity      Non-qualified
                                                                     incentive       deferred
                                                 Stock     Option    plan            compensation All other
                              Salary     Bonus   awards    awards    compensation    earnings     compensation    Total
Name & Position      Year     ($)        ($)     ($)       ($)       ($)             ($)          ($)             ($)
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
<S>                  <C>      <C>        <C>     <C>       <C>       <C>             <C>          <C>             <C>

Dr. Allan
Rabinoff, Chairman   2008     $100,000   0       0         0         0               0            $20,000         $120,000
and Executive        2007     0          0       $20,000   0         0               0            $42,000         $62,000
Director(1)          2006     0          0       $1,500    0         0               0            0               $1,500
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
George E. Harris,    2008     $105,000   0       $50,000   $39,900   0               0            0               $194,900
CFO and Director;    2007     0          0       0         0         0               0            0               0
Former President(2)  2006     0          0       0         0         0               0            0               0
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
Buck Krieger,        2008     0          0       0         0         0               0            $62,500         $62,500
Director(3)          2007     0          0       0         0         0               0            $20,975         $20,975
                     2006     0          0       0         0         0               0            $800            $800
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
Daniel Najor,        2008     0          0       $12,500   $22,500   0               0            0               $35,000
Former Director(4)   2007     0          0       0         0         0               0            0               0
                     2006     0          0       0         0         0               0            0               0
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
Jenny Wang, Former   2008     0          0       0         0         0               0            $80,600         $80,600
Former Chief         2007     0          0       $13,400   0         0               0            $21,000         $34,400
Administrative       2006     0          0       $100      0         0               0            0               $100
Officer and
Director(5)
-------------------- -------- ---------- ------- --------- --------- --------------- ------------ --------------- ----------
</TABLE>

(1) During the year ended December 31, 2006,  Dr.  Rabinoff  received  1,500,000
shares of common stock valued at $1,500 for his services.  During the year ended
December 31, 2007, Dr. Rabinoff received 1,325,000 shares of common stock valued
at $20,000 as compensation for his services.  Mr. Rabinoff  received $42,000 for
his services as a director for China Wi-Max.  During 2008, Mr. Rabinoff received
$20,000 for his services as a director and on March 1, 2008,  he entered into an
employment  agreement  with China  Wi-Max,  prior to that Mr.  Rabinoff  did not
receive a salary.

(2) In January 2008, Mr. Harris received 200,000 shares of common stock,  valued
at $50,000 as a signing bonus in  connection  with the  employment  agreement he
executed at that time and 300,000 vested options with an exercise price of $.25,
valued at $39,900. Prior to January 1, 2008, Mr. Harris did not receive a salary
from China  Wi-Max.  Mr.  Harris  resigned his position as President on March 5,
2009.

                                       52
<PAGE>

(3) During the year ended December 31, 2006, Mr. Krieger received 800,000 shares
of common stock for services  contributing the formation of China Wi-Max;  these
services  were valued at $800.  During the year ended  December  31,  2007,  Mr.
Krieger  received cash of $19,975 in connection  with his services and 1,000,000
shares of common  stock  valued at $1,000.  During the year  2008,  Mr.  Krieger
received  cash of  $60,000  for  services  and other  compensation  of $2,500 in
connection with his services.

(4) In March 2008,  Mr. Najor was issued 50,000 shares of common stock valued at
$12,500 and 187,500  vested  options with an exercise  price of $.25,  valued at
$22,500 for his services.  Mr. Najor resigned as a Director  effective  March 1,
2009.

(5) During the year ended  December 31, 2006, Ms. Wang was issued 100,000 shares
of common stock valued at $100 for services.  During the year ended December 31,
2007,  Ms. Wang  received  950,000  shares of common  stock valued at $13,400 as
compensation  for her services.  In addition,  Ms. Wang received $21,000 in cash
for her services as a director of the Company.  During 2008,  Ms. Wang  received
$80,600 in cash for her services as a director  and officer of the  Company.  Ms
Wang resigned as Chief  Administrative  Officer and Director  effective March 5,
2009.


                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

In February 2008, China Wi-Max  implemented a Corporation Stock Option Plan. The
Board of Directors set aside  4,000,000  shares of its common stock to be issued
under the  Corporation  Stock Option Plan.  During the years ended  December 31,
2007 and  2006,  the  Board  did not  grant  or  issue  any  options  under  the
Corporation  Stock Option  Plan.  During the year ended  December 31, 2008,  the
Company granted 2,600,000 options,  cancelled 400,000 options, leaving 2,200,000
exercisable upon vesting.

The options have a term of five years and an exercise  price of $0.25 per share.
The options all have vesting  rates.  At December 31, 2008,  637,500 shares have
vested in full.  Before any employee options may be delivered or exercised,  the
shareholders must ratify the Plan.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

On January 1, 2008,  China Wi-Max entered into an employment  agreement with Mr.
George  Harris to serve as the President  and Chief  Financial  Officer of China
Wi-Max. Mr. Harris's employment agreement has a term of three years and provides
for Mr.  Harris to receive a base  salary of $10,000 per month.  The  employment
agreement does provide for the  possibility of $5,000 per month being  deferred,
as necessary, and that the deferred salary may be converted into common stock at
a rate of $0.25 per share.  In  addition,  upon the  earlier  occurrence  of the
closing of  financing  of at least $4 million or  December  31,  2008,  the base
salary will increase to $15,000 per month. In addition, pursuant to Mr. Harris's
employment  agreement,  Mr. Harris received a signing bonus of 200,000 shares of
China  Wi-Max's  common  stock.  On March 5, 2009,  the Mr.  Harris  resigned as
President, with no other changes to his employment agreement.

On January 1, 2008,  Mr.  Harris was issued an option  exercisable  for  500,000
shares under the Corporation Stock Option Plan in connection with his employment
agreement.  The  option has an  exercise  price of $0.25 per share and a term of
five years. The option vests at a rate of 200,000 on the grant date,  100,000 on
each anniversary of the effective date of the employment  agreement.  Vesting is
accelerated  in  connection  with a change  in  control  or  termination  of the
employment agreement.

On March 1, 2008,  China Wi-Max  entered into an employment  agreement  with Dr.
Allan Rabinoff to serve as the Executive Director - China Business  Development.
Dr. Rabinoff's  employment  agreement has a term of three years and provides for
Dr.  Rabinoff  to receive a base  salary of $10,000  per month.  The  employment
agreement  provides  that the base  salary upon the  earlier  occurrence  of the
closing of  financing  of at least $4 million or  December  31,  2008,  the base
salary will increase to $15,000 per month.  Vesting is accelerated in connection
with a change in control or termination.

                                       53

<PAGE>

On March 1, 2008,  Dr.  Rabinoff  was issued an option  exercisable  for 600,000
shares under the Corporation Stock Option Plan in connection with his employment
agreement.  The  option has an  exercise  price of $0.25 per share and a term of
five years.  The option vests at a rate of 75,000 shares with the  completion of
acquisitions  of both the  fiber  assets  and  spectrum  license  in each of the
remaining 8 targeted  cities of the business  plan.  Vesting is  accelerated  in
connection with a change in control or termination of the employment agreement.

On March 5, 2009 China  Wi-Max  entered into a three year  employment  agreement
with  Mr.  Berman  to serve as  President  and  Director  providing  for  normal
executive  participation in the employee benefit plans,  expense  reimbursements
and paid  vacations.  The Agreement  contains  normal duties,  responsibilities,
termination,  non-competition,  and  compensation  clauses.  The base  salary is
established  at $10,000 per month,  beginning  June 1, 2009.  The Agreement also
provides a signing bonus of 250,000 shares and options  vesting over three years
for 100,000 shares per year at $.25.

In connection with the employment agreements,  generally, the Company terminates
the employment  agreement at any time with cause.  The employee has the right to
terminate the employment  agreement at any time with good reason.  In the event,
the  Company  terminates  an  employment  agreement  for  cause or the  employee
terminates  his or  her  employee  agreement  with  good  reason,  all  of  such
employee's rights to compensation would cease upon the date of such termination.
If we  terminate an  employment  agreement  without  cause,  then such  employee
terminates  his employment  agreement for cause,  or in the event of a change in
control,  we are  required to pay to such  employee all  compensation  and other
benefits that would have accrued and/or been payable to that employee during the
full term of the employment agreement.

A change of control is considered to have occurred when, as a result of any type
of  corporate  reorganization,  execution of proxies,  voting  trusts or similar
arrangements,  a person or group of  persons  (other  than  incumbent  officers,
directors and our principal  stockholders)  acquires sufficient control to elect
more than a  majority  of our board of  directors,  acquires  50% or more of our
voting shares, or we adopt a plan of dissolution of liquidation.  The employment
agreement also include a non-compete and nondisclosure  provisions in which each
employee  agrees  not to  compete  with  or  disclose  confidential  information
regarding us and our business  during the term of the  employment  agreement and
for a period of one year thereafter.

                              DIRECTOR COMPENSATION
                              ---------------------

The following table sets forth certain information concerning  compensation paid
to the  Company's  directors  for  services  as  directors,  but  not  including
compensation  for  services as officers  reported  in the  "Summary  Executives'
Compensation Table" during the year ended December 31, 2008:

<TABLE>
<CAPTION>

                                                                                      Non-qualified
                                                                      Non-equity         deferred
                 Fees earned or                                     incentive plan     compensation       All other
                  paid in cash     Stock awards     Option awards    compensation        earnings        compensation        Total
      Name             ($)              ($)              ($)              ($)              ($)             ($) (1)            ($)
---------------- ---------------- ---------------- ---------------- ---------------- ----------------- ----------------   ----------
<S>              <C>              <C>              <C>              <C>              <C>               <C>              <C>

Allan               $ 20,000           $ -0-            $ -0-            $ -0-            $ -0-             $ -0-           $20,000
Rabinoff(1)

Buck                $ 62,500           $ -0-            $ -0-            $ -0-            $ -0-             $ -0-          $ 62,500
Krieger(2)

Daniel Najor(3)      $35,000           $ -0-            $ -0-            $ -0-            $ -0-             $ -0-          $ 35,000

Jenny Wang(4)       $ 80,600           $ -0-              $              $ -0-             $-0-             $ -0-          $ 80,600
</TABLE>

(1) During the year ended December 31, 2006,  Dr.  Rabinoff  received  1,500,000
shares of common stock valued at $1,500 for his services.  During the year ended
December 31, 2007, Dr. Rabinoff received 1,325,000 shares of common stock valued
at $20,000 as compensation for his services.  Mr. Rabinoff  received $42,000 for
his services as a director for China Wi-Max.  During 2008, Mr. Rabinoff received
$20,000 for his services as a director and on March 1, 2008,  he entered into an
employment  agreement  with China  Wi-Max,  prior to that Mr.  Rabinoff  did not
receive a salary.

                                       54

<PAGE>

(2) During the year ended December 31, 2006, Mr. Krieger received 800,000 shares
of common stock for services  contributing the formation of China Wi-Max;  these
services  were valued at $800.  During the year ended  December  31,  2007,  Mr.
Krieger  received cash of $19,975 in connection  with his services and 1,000,000
shares of common  stock  valued at $1,000.  During the year  2008,  Mr.  Krieger
received cash of $60,000 and other  compensation  of $2,500 in  connection  with
services he provided in developing the business plan,  seeking out potential new
management and Board members, and other business matters.

(3) In March 2008,  Mr. Najor was issued 50,000 shares of common stock valued at
$12,500 and 187,500  vested  options with an exercise  price of $.25,  valued at
$22,500 for his services.  Mr. Najor resigned as a Director  effective  March 1,
2009.

(4) During the year ended  December 31, 2006, Ms. Wang was issued 100,000 shares
of common stock valued at $100 for services.  During the year ended December 31,
2007,  Ms. Wang  received  950,000  shares of common  stock valued at $13,400 as
compensation  for her services.  In addition,  Ms. Wang received $21,000 in cash
for her services as a director of the Company.  During 2008,  Ms. Wang  received
$80,600 in cash for her services as a director  and officer of the  Company.  Ms
Wang resigned as Chief  Administrative  Officer and Director  effective March 5,
2009.

Compensation Committee Interlocks and Insider Participation

Through  December 31, 2008,  the China Wi-Max Board of Directors in its entirety
acted as the  Compensation  Committee  for China  Wi-Max.  Dr.  Rabinoff  is the
Chairman of the Company.  As of February 26, 2008, a Compensation  Committee was
established.  As a result of two of the three committee  members no longer being
associated   with  the  Company,   the  Board  has  assumed   this   committee's
responsibilities on an interim basis

Stock Option Award and Compensation Plan

China Wi-Max, in February 2008,  adopted an incentive stock option plan pursuant
to which the Board of Directors may grant options to key employees, consultants,
and others to purchase up to 4,000,000 shares of the Company's common stock. The
plan will  provide for the grant of  incentive  stock  options  with an exercise
price  of not  less  than the  fair  market  value  on the date of the  grant as
determined  by the Board of  Directors  and will  expire no later than the fifth
anniversary  of the date of grant.  As of December 31, 2008,  2,200,000  options
with an exercise  price of $0.25 had been  granted to key  officers,  directors,
employees  and  advisors.  Before  any  employee  options  may be  delivered  or
exercised, the shareholders must ratify the Plan.

Director Compensation

Limitation on Liability and Indemnification

China Wi-Max is a Nevada corporation. Nevada Revised Statutes (NRS) provide that
a Nevada  corporation's  Articles  of  Incorporation  may  contain  a  provision
eliminating or limiting the personal  liability of a director to the corporation
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except  that any  such  provision  may not  eliminate  or  limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing violation of law, (iii) acts
specified  in  the  NRS  (concerning  unlawful   distributions),   or  (iv)  any
transaction  from which a director  directly or  indirectly  derived an improper
personal  benefit.  China Wi-Max articles of  incorporation  contain a provision
eliminating the personal  liability of directors to China Wi-Max or China Wi-Max
shareholders for monetary damages to the fullest extent provided by the NRS.

The NRS  provides  that a Nevada  corporation  must  indemnify  a person who was
wholly  successful,  on the merits or otherwise,  in defense of any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,   or   investigative   and   whether   formal  or   informal  (a
"Proceeding"),  in which he or she was a party  because  the  person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the Proceeding,  unless such indemnity is limited by the corporation's  articles
of incorporation. China Wi-Max articles of incorporation do not contain any such
limitation.

                                       55

<PAGE>

The NRS provides that a Nevada  corporation  may indemnify a person made a party
to a Proceeding  because the person is or was a director  against any obligation
incurred  with respect to a Proceeding to pay a judgment,  settlement,  penalty,
fine (including an excise tax assessed with respect to an employee benefit plan)
or  reasonable  expenses  incurred  in the  Proceeding  if the person  conducted
himself or herself in good faith and the person reasonably believed, in the case
of conduct in an  official  capacity  with the  corporation,  that the  person's
conduct was in the corporation's  best interests and, in all other cases, his or
her conduct was at least not opposed to the  corporation's  best  interests and,
with respect to any criminal proceedings,  the person had no reasonable cause to
believe  that  his or her  conduct  was  unlawful.  The  Company's  articles  of
incorporation and bylaws allow for such  indemnification.  A corporation may not
indemnify a director in connection with any Proceeding by or in the right of the
corporation in which the director was adjudged  liable to the corporation or, in
connection  with any other  Proceeding  charging  that the  director  derived an
improper  personal  benefit,  whether or not  involving  actions in an  official
capacity,  in which  Proceeding the director was judged liable on the basis that
he or she derived an improper personal benefit. Any indemnification permitted in
connection with a Proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with such Proceeding.  Under the NRS,
unless otherwise provided in the articles of incorporation, a Nevada corporation
may indemnify an officer,  employee,  fiduciary,  or agent of the corporation to
the same  extent as a  director  and may  indemnify  such a person  who is not a
director to a greater  extent,  if not  inconsistent  with public  policy and if
provided for by its bylaws, general or specific action of its Board of Directors
or shareholders, or contract. China Wi-Max articles of incorporation provide for
indemnification  of directors,  officers,  employees,  fiduciaries and agents of
China Wi-Max to the full extent permitted by Nevada law.

China  Wi-Max  articles of  incorporation  also  provide  that China  Wi-Max may
purchase and maintain insurance on behalf of any person who is or was a director
or officer  of China  Wi-Max or who is or was  serving  at the  request of China
Wi-Max  as a  director,  officer  or agent of  another  enterprise  against  any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity  or  arising  out of his or her  status as such,  whether  or not China
Wi-Max would have the power to indemnify him or her against such liability.

                      EQUITY COMPENSATION PLAN INFORMATION

China Wi-Max, in February 2008,  adopted an incentive stock option plan pursuant
to which the Board of Directors may grant options to key employees, consultants,
and others to purchase up to 4,000,000 shares of the Company's common stock. The
plan will  provide for the grant of  incentive  stock  options  with an exercise
price  of not  less  than the  fair  market  value  on the date of the  grant as
determined  by the Board of  Directors  and will  expire no later than the fifth
anniversary  of the date of grant.  As of December 31, 2008,  2,200,000  options
with an exercise  price of $0.25 had been  granted to key  officers,  directors,
employees  and  advisors.  Before  any  employee  options  may be  delivered  or
exercised, the shareholders must ratify the Plan.

Securities Authorized For Issuance Under Equity Compensation Plans

The following  table provides  information as of December 31, 2008 regarding the
equity compensation plan (including individual compensation  arrangements) under
which shares of China  Wi-Max's  common stock are  authorized  for issuance.  No
class of our  securities  other than our common stock or options to purchase our
common stock is  authorized  for issuance  under any of our equity  compensation
plans.

<TABLE>
<CAPTION>

                                           Number of securities                                 Number of securities remaining
                                             to be issued upon          Weighted-average         available for future issuance
                                                exercise of            exercise price of           under equity compensation
                                           outstanding options,       outstanding options,        plans (excluding securities
                                            warrants and rights       warrants and rights           reflected in column (a)
        Plan Category                               (a)                       (b)                             (c)
<S>                                        <C>                   <C>                            <C>

Equity compensation plans approved
by security holders                                        0                         --                                   0
Equity compensation plans not approved
by security holders                                2,200,000     $                 0.25                           1,800,000
                                            --------------------       --------------------      -----------------------------
Total                                              2,200,000     $                 0.25                           1,800,000
</TABLE>

                                       56

<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
---------------------------

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of China Wi-Max outstanding common stock by:

     o    each person who is known by China Wi-Max to be the beneficial owner of
          five percent (5%) or more of China Wi-Max common stock;

     o    China  Wi-Max's  President,  its other  executive  officers,  and each
          director as identified in the  "Management -- Executive  Compensation"
          section; and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
sixty days of the date of this document into shares of China Wi-Max common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options,  warrants,  or convertible  securities for the purpose of computing
the percentage  ownership of the person,  but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person.

The  information  below is based on the number of shares of China Wi-Max  common
stock that China Wi-Max believes was beneficially owned by each person or entity
as of December 31, 2008.  The total shares  outstanding  as of December 31, 2008
was 10,785,002.

<TABLE>
<CAPTION>

     Title of Class         Name and Address of Beneficial Owner    Amount and Nature    Percent of
                                                                   of Beneficial Owner      Class
-------------------------- --------------------------------------- -------------------- --------------
<S>                        <C>                                     <C>                  <C>

Common shares              Dr. Allan Rabinoff, Chairman of the               2,825,000          26.2%
                           Board and Executive Officer
                           11649 Port Washington Rd.
                           Ste. #224
                           Mequon, WI 53092

Common shares              George E. Harris,  Chief Financial                  470,000           4.3%
                           Officer and Director; Former
                           President
                           11649 Port Washington Rd.
                           Ste. #224
                           Mequon, WI 53092

Common shares              Frank Jia                                         1,000,000           9.3%
                           7-3-7#, No 102, Youyi Road
                           Haidian District
                           Beijing, China 100085

Common shares              Chris Watson                                        600,000           5.6%
                           PO Box 398, 228 E. Union St.
                           Pacific, MO  63068

Common shares              Buck Krieger, Director                            1,800,000          16.7%
                           12 Shari Dr.
                           St. Louis, MO 63122


                                       57

<PAGE>

     Title of Class         Name and Address of Beneficial Owner    Amount and Nature(1) Percent of
                                                                   of Beneficial Owner      Class
-------------------------- --------------------------------------- -------------------- --------------

Common shares              Jenny Wang, Chief Administrative                  1,050,000           9.7%
                           Officer and Former Director
                           11649 Port Washington Rd.
                           Ste. #224
                           Mequon, WI 53092

Common shares              Henry Zaks                                          900,000           8.3%
                           11649 Port Washington Rd.
                           Ste. #224
                           Mequon, WI 53092

Common shares              Wang, Sharon & Qi                                    20,000           0.2%
                           8552 S. Miller Ct.
                           Littleton, CO 80127

Common shares              Daniel Najor, Director (2)                          357,500           3.3%
                           1625 Highland Dr.
                           Solana Beach, CA 92075-2124

Common shares              All Directors and Executive Officers
                           as a Group (7 persons)                            6,522,500          60.4%
</TABLE>

(1)  Assumes the sale of the maximum  number of Notes offered and  conversion of
     all Notes into  shares of common  stock at $.25 and $.50 per  share,  which
     could be  6,540,800  shares.  There  are no  assurances  that all the Notes
     offered will be sold, as investors  may not purchase the notes,  or that if
     sold, all of the Notes will be converted.  To the extent that less than all
     the  Notes are  converted,  management's  percentage  of  ownership  in the
     Company will increase proportionately.
(2)  Mr. Najor resigned as a Director effective March 1, 2009.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants,  or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this table are only those derivative  securities with exercise prices that China
Wi-Max believes have a reasonable  likelihood of being "in the money" within the
next sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

On January 1, 2008,  China Wi-Max entered into an employment  agreement with Mr.
George  Harris to serve as the President  and Chief  Financial  Officer of China
Wi-Max. Mr. Harris's employment agreement has a term of three years and provides
for Mr.  Harris to receive a base  salary of $10,000 per month.  The  employment
agreement does provide for the  possibility of $5,000 per month being  deferred,
as necessary, and that the deferred salary may be converted into common stock at
a rate of $0.25 per share.  As of December 31, 2008,  Mr.  Harris had a deferred
salary balance of $15,000 from the first quarter of 2008. In addition,  upon the
earlier  occurrence  of the  closing  of  financing  of at least $4  million  or
December  31,  2008,  the base  salary will  increase  to $15,000 per month.  In
addition,  Mr.  Harris's  employment  agreement  provided  for him to  receive a
signing  bonus of 200,000  shares of China  Wi-Max's  common  stock.  Mr. Harris
ceased to serve as the President on March 5, 2009.

On March 1, 2008,  China Wi-Max  entered into an employment  agreement  with Dr.
Allan  Rabinoff  to  serve  as  the  Executive   Director  of  Chinese  Business
Development.  Dr. Rabinoff's  employment agreement has a term of three years and
provides  for Dr.  Rabinoff to receive a base  salary of $10,000 per month.  The
employment  agreement  provides that the base salary upon the earlier occurrence
of the closing of financing  of at least $4 million or December  31,  2008,  the
base salary will increase to $15,000 per month.

                                       58
<PAGE>

On January 1, 2008,  Mr.  Harris was issued an option  exercisable  for  500,000
shares under the Corporation Stock Option Plan in connection with his employment
agreement.  The  option has an  exercise  price of $0.25 per share and a term of
five years. The option vests at a rate of 200,000 on the grant date,  100,000 on
each anniversary of the effective date of the employment  agreement.  Vesting is
accelerated  in  connection  with a change  in  control  or  termination  of the
employment agreement.

In December 2007, Mr. Harris purchased a $5,000 Convertible  Promissory Note, as
part of the Convertible Note Offering.  The note is due December 31, 2008 and is
convertible in shares of common stock at $0.25 per share.

On March 1, 2008,  Dr.  Rabinoff  was issued an option  exercisable  for 600,000
shares under the Corporation Stock Option Plan in connection with his employment
agreement.  The  option has an  exercise  price of $0.25 per share and a term of
five years.  The option vests at a rate of 75,000 shares with the  completion of
acquisitions  of both the  fiber  assets  and  spectrum  license  in each of the
remaining 8 targeted cities of the business plan.

On March 1, 2008,  Mr. Daniel  Najor,  a former  Director of China  Wi-Max,  was
issued an option  exercisable  for 450,000  shares under the  Corporation  Stock
Option Plan. The option has an exercise price of $0.25 per share and a term of 5
years. The option vests at a rate of 18,750 shares per month. Mr. Najor received
the option as payment for his services.

On March 5, 2009 China  Wi-Max  entered into a three year  employment  agreement
with  Mr.  Berman  to serve as  President  and  Director  providing  for  normal
executive  participation in the employee benefit plans,  expense  reimbursements
and paid  vacations.  The Agreement  contains  normal duties,  responsibilities,
termination,  non-competition,  and  compensation  clauses.  The base  salary is
established at $10,000 per month. The Agreement also provides a signing bonus of
250,000 shares and options  vesting over three years for 100,000 shares per year
at $.25.

On March 9,  2009,  Ms.  Sharon  Xiong was  appointed  to the Board.  Ms.  Xiong
received 25,000 shares in anticipation of services to be provided.

During the years ended  December 31, 2008 and 2007,  the following  officers and
directors  of China  Wi-Max  received  shares of common  stock in the  following
amounts for the reasons as stated below.

<TABLE>
<CAPTION>

                    Name                      Number of Shares   Value of Stock       Reason for Issuance
--------------------------------------------- ----------------- ----------------- ----------------------------
<S>                                           <C>               <C>               <C>

Year Ended December 31, 2007


Jenny Wang, former Director                       200,000             $200                 Services

Dr. Allan Rabinoff, Director                      750,000             $750                 Services

Buck Krieger, Director                            500,000             $500                 Services

Jenny Wang, former Director                       100,000             $100                 Services

Buck Krieger, Director                            500,000             $500                 Services

Dr. Allan Rabinoff, Director                      500,000             $500                 Services

Dr. Allan Rabinoff, Director                       75,000           $18,750                Services

Jenny Wang, former Director                        50,000           $12,500                Services



                                       59
<PAGE>

Year Ended December 31, 2008

George Harris, former President
Chief Financial                                    200,000           $50,000           Signing Bonus with
                                                                                     Employment Agreement

Daniel Najor, former Director                       50,000          $12,500                Services
</TABLE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

GENERAL.  GHP Horwath,  P.C.  ("GHP") is the  Company's  independent  registered
public accounting firm. The Company's Board of Directors has considered  whether
the  provision  of  audit  services  is  compatible   with   maintaining   GHP's
independence.

The following table presents  aggregate fees for professional  services rendered
by GHP for the years ended December 31, 2008 and December 31, 2007.

                                          Year Ended December 31,
                                     2008                           2007
                            -----------------------      ----------------------
Audit Fees                         $70,800                      $20,000

Audit-related Fees                  $ -0-                        $ -0-

Tax Fees                            $ -0-                        $ -0-

All Other Fees                      $ -0-                        $ -0-

                            -----------------------      ----------------------
Total Fees                         $70,800                      $20,000

All work was done by the auditors' fulltime employees.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
-------------------------------------------------

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.

(a)     Audited financial statements for December 31, 2008

<TABLE>
<CAPTION>

(b)      Exhibit No.                            Description
         -----------                            -----------
<S>     <C>            <C>
        3.1            Articles of Incorporation of China Wi-Max Communications, Inc. - 7/5/06 (2)
        3.2            Certificate of Amendment - 9/1/06
        3.3            Bylaws of China Wi-Max Communications, Inc. (1)
        10.1           Shares Transfer Agreement between Zhouwei and China Wi-Max Communications, Inc. (2)
        10.2           Employment Agreement - George E. Harris (2)
        10.3           Employment Agreement - Allan Rabinoff (2)
        10.4           2008 China Wi-Max Communications, Inc.  Stock Option Award and Compensation Plan (2)
        10.5           Cooperation Agreement - English Translation and Chinese (2)
        10.6           Services Agreement between Beijing Yuan Shan Shi Dai Technology Development Ltd. and
        10.7           Services Agreement between Beijing Gao Da Yang Guang Technology Ltd. and Beijing
        10.8           Cooperation Agreement Long Teng Jia Xun - ENGLISH (3)
        10.9           Business License of Beijing Yuan Shan Da Chuan Business Development Ltd. - CHINESE
        10.10          Business License of Beijing Shan Shi Dai Technology Development Ltd. - CHINESE and
        10.11          Declaration of Trust - CHINESE and ENGLISH (4)
        10.12          Amended and Restated Declaration of Trust (5)
        10.13          Security and Pledge Agreement (5)
        10.14          Employment Agreement - Steven T. Berman
        21             List of Subsidiaries
        31.1           Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
        31.2           Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
        32.1           Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
        32.2           Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
        99.1           Appendix A - Diagram
        99.2           Appendix B - Network Overview(1)
        99.3           English Translation of Business License of Gao Da Yang Guang Communication Technology Ltd.(2)
        99.4           English Translation of Business License of Yuan Shan Shi Dai Technology Development, Ltd.(2)
        99.5           Frequency License Explanation Letter (2)
</TABLE>

                                       60
<PAGE>

(1)  Incorporated by reference from the exhibits  included in the Company's Form
10 filed with the Securities and Exchange Commission  (www.sec.gov),  dated June
4, 2008.  A copy can be provided by mail,  free of charge,  by sending a written
request to China Wi-Max, Inc., 1905 Sherman Street, Suite 335, Denver,  Colorado
80203.

(2)  Incorporated by reference from the exhibits  included in the Company's Form
10/A filed with the  Securities  and Exchange  Commission  (www.sec.gov),  dated
September 25, 2008. A copy can be provided by mail, free of charge, by sending a
written request to China Wi-Max,  Inc., 1905 Sherman Street,  Suite 335, Denver,
Colorado 80203.

(3)  Incorporated by reference from the exhibits  included in the Company's Form
10/A filed with the  Securities  and Exchange  Commission  (www.sec.gov),  dated
November 5, 2008. A copy can be provided by mail,  free of charge,  by sending a
written request to China Wi-Max,  Inc., 1905 Sherman Street,  Suite 335, Denver,
Colorado 80203.

(4)  Incorporated by reference from the exhibits  included in the Company's Form
10/A filed with the  Securities  and Exchange  Commission  (www.sec.gov),  dated
November 18, 2008. A copy can be provided by mail, free of charge,  by sending a
written request to China Wi-Max,  Inc., 1905 Sherman Street,  Suite 335, Denver,
Colorado 80203.

(5)  Incorporated by reference from the exhibits  included in the Company's Form
8K filed  with the  Securities  and  Exchange  Commission  (www.sec.gov),  dated
December 19, 2008. A copy can be provided by mail, free of charge,  by sending a
written request to China Wi-Max,  Inc., 1905 Sherman Street,  Suite 335, Denver,
Colorado 80203.



                                       61
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                            China Wi-Max Communications, Inc.

Dated: April 13, 2009
                                       By:  /s/ Steven T. Berman
                                            ----------------------------------
                                            Steven T. Berman
                                            President and Director

Dated: April 13, 2009
                                       By:  /s/ George E. Harris
                                            ----------------------------------
                                            George E. Harris
                                            Chief Financial Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: April 13, 2009                  /s/ Steven T. Berman
                                       -----------------------------------------
                                       Steven T. Berman, President and Director

Dated: April 13, 2009                  /s/ George E. Harris
                                       -----------------------------------------
                                       George E. Harris, Chief Financial Officer
                                       and Director

Dated: April 13, 2009                  /s/ Dr. Allan Rabinoff
                                       -----------------------------------------
                                       Dr. Allan Rabinoff, Chairman and
                                       Executive Director - China Business
                                       Development

Dated: April 13, 2009                  /s/ Buck Krieger
                                       -----------------------------------------
                                       Buck Krieger, Director

Dated: April 13, 2009                  /s/ Sharon Xiong
                                       -----------------------------------------
                                       Sharon Xiong, Director



                                       62