| **UNITED STATES**                      |
|----------------------------------------|
| **SECURITIES AND EXCHANGE COMMISSION** |
| **Washington, D.C. 20549**             |
|                                   |
| **FORM 10-Q**                          |
|                                   |
| **x**                                  | **QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**  |
|                                   | **ACT OF 1934**  |
|                                   | **FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008**  |
|                                   |
| **OR**                            |   |
|                                   |
| ** ̈**                              | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**  |
|                                   | **EXCHANGE ACT OF 1934**  |
|                                   |
| **Commission file number 000-53224**   |

**CHINA PROSPEROUS CLEAN ENERGY CORPORATION***(Exact name of registrant as specified in its charter)*

**N****evada***(State or other jurisdiction of incorporation or organization)*

**West Side, Public Transportation Gas Filling Center,        Angang Avenue-Middle Part, Yindu District,        Anyang, Henan Province,        Postal code: 455000        The People’s Republic of China**

*(Address of principal executive offices, including zip code.)*

** 86-372-3166864***(telephone number, including area code)*

Copy of Communication to:**Bernard & Yam, LLP        Attention: Bin Zhou, Esq.        401 Broadway Suite 1708        New York, NY 10013**

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. **YES****x ****NO**** ̈**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

| **Large accelerated filer**  | ** ̈**  | **Accelerated filer**          | ** ̈**   |
|-----------------------------------|-----------------|-------------------------------------|-------------|
| **Non-accelerated filer**    | ** ̈**  | **Smaller reporting company**  | **x**  |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).**YES**** ̈****         NO****x**

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 12,000,000 as ofNovember19, 2008.

On this Form 10Q quarterly report, the registrant, China Prosperous Clean Energy Corporation, is hereinafter referred as "we", or "Company", or "CHPC".

**PART I – FINANCIAL INFORMATION**

**ITEM 1. FINANCIAL STATEMENTS**

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**CHINA PROSPEROUS CLEAN ENERGY CORPORATION. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                 SEPTEMBER 30, 2008 AND 2007                 (UNAUDITED)**

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**Table of Contents**

**Condensed Consolidated Financial Statements**

 

| Condensed Consolidated Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007 (Audited)                                                     |   |   |   | 2 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|---|
|                                                                                                                                                           |        |        |        |   |
| Condensed Consolidated Statements of Income and Comprehensive Income for the three months and nine months period ended September 30, 2008 and 2007 (Unaudited) |   |   |   | 4 |
|                                                                                                                                                           |        |        |        |   |
| Condensed Consolidated Statements of Cash Flows for the nine months period ended September 30, 2008 and 2007 (Unaudited)                                       |   |   |   | 5 |
|                                                                                                                                                           |        |        |        |   |
| Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                                               |   |   |   | 6 |

1

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**Condensed Consolidated Balance Sheets**

**(Unaudited)**

 

|                                                                                                                    |        |        |        | **September 30,** |        |        |   | **December 31,** |        |
|--------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-------------------|--------|--------|---|------------------|--------|
|                                                                                                                    |
|                                                                                                                    |
| **Assets:**                                                                                                        |        |        |        |                   |        |        |   |                  |        |
| **Current assets:**                                                                                                |   |   |   |                   |   |   |   |                  |   |
| Cash and cash equivalents                                                                                          |   |   | $      | 931,658           |   |        | $ | 1,049,768        |   |
| Accounts receivable, net                                                                                           |   |   |   | 980,786           |   |   |   | 520,116          |   |
| Inventories                                                                                                        |   |   |   | 1,115,230         |   |   |   | 1,163,343        |   |
| Advance payments to suppliers                                                                                      |   |   |   | 5,722,130         |   |   |   | 7,001,427        |   |
| Refundable investment deposit                                                                                      |   |   |   | --                |   |   |   | 68,450           |   |
| Dividend receivable                                                                                                |   |   |   | 336,292           |   |   |   | 311,331          |   |
| Other receivables                                                                                                  |   |   |   | 3,542,718         |   |        |   | --               |        |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
|               **Total current assets:**      |   |   |   | **12,628,814**    |   |   |   | **10,114,435**   |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
| **Property, plant and equipment, net:**                                                                            |   |   |   | **3,876,809**     |   |   |   | **3,532,148**    |   |
|                                                                                                                    |        |        |        |                   |        |        |   |                  |        |
| **Other asset:**                                                                                                   |   |   |        |                   |        |        |   |                  |        |
| Deferred income tax assets                                                                                         |   |   |   | 50,397            |   |   |   | 47,323           |   |
| Goodwill                                                                                                           |   |   |   | 60,330            |   |   |   | 56,650           |   |
| Available-for-sale securities                                                                                      |   |   |   | 3,421,970         |   |   |   | 3,202,104        |   |
| Investment deposit                                                                                                 |   |   |   | 444,752           |   |   |   | 416,176          |   |
| Deposits for buildings, machinery and equipment                                                                    |   |   |   | 2,511,971         |   |   |   | 2,098,164        |   |
| Other non current assets                                                                                           |   |   |   | 6,071             |   |        |   | --               |        |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
|               **Total other assets:**        |   |   |   | **6,495,491**     |   |   |   | **5,820,417**    |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
|               **Total assets:**              |   |   | $      | **23,001,114**    |   |        | $ | **19,467,000**   |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
| **Liabilities and stockholders’ equity:**                                                                    |   |   |        |                   |        |        |   |                  |        |
| **Current liabilities:**                                                                                           |   |   |        |                   |        |        |   |                  |        |
| Short term bank loan                                                                                               |   |   | $      | 731,500           |   |        | $ | --               |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
| Accounts payable and accrued expenses                                                                              |   |   |   | 1,407,667         |   |   |   | 1,335,398        |   |
| Trade note payable                                                                                                 |   |   |   | 146,300           |   |   |   | 1,406,847        |   |
| Customer Advance                                                                                                   |   |   |   | 426,244           |   |   |   | --               |   |
| Due to former shareholders                                                                                         |   |   |   | --                |   |   |   | 1,475,045        |   |
| Taxes payable                                                                                                      |   |   |   | 83,226            |   |   |   | 692,786          |   |
| Loans payable for acquisition of subsidiaries                                                                      |   |   |   | --                |   |   |   | 4,875,531        |   |
| CIP payable                                                                                                        |   |   |   | 3,831,031         |   |   |   | --               |   |
| Due to related parties                                                                                             |   |   |   | 2,814,303         |   |   |   | --               |   |
| Other payables                                                                                                     |   |   |   | 741,827           |   |   |   | 191,284          |   |
|               **Total current liabilities:** |   |   |   | **10,182,098**    |   |   |   | **9,976,891**    |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
| **Long-term liabilities:**                                                                                         |   |   |        |                   |        |        |   |                  |        |
|      Long-term payables                                                                   |   |   |   | **1,830,093**     |   |   |   | **8,014,705**    |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
|               **Total liabilities:**         |   |   |   | **12,012,191**    |   |   |   | **17,991,596**   |   |
|                                                                                                               |        |        |        |                   |        |        |   |                  |        |
| **Minority interests:**                                                                                            |   |   |   | **220,023**       |   |   |   | **194,729**      |   |

*See accompanying notes to consolidated financial statements.*

2

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| **Commitments and contingencies (Note 21):**                                                                                        |   |   |        |                |        |        |                |        |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------------|--------|--------|----------------|--------|
|                                                                                                                                |        |        |        |                |        |        |                |        |
| **Stockholders’ equity:**                                                                                                     |   |   |        |                |        |        |                |        |
|      Common stock, $0.00001 par value, 75,000,000 shares                                                   |   |   |        |                |        |        |                |        |
|        authorized, 12,000,000 shares issued and outstanding                                      |   |   |        |                |        |        |                |        |
|        at September 30, 2008 and 10,389,231 shares issued and                                    |   |   |        |                |        |        |                |        |
|        outstanding at December 31, 2007.                                                         |   |   |   | 120            |   |   | 104            |   |
|      Additional paid-in capital                                                                            |   |   |   | 7,949,880      |   |   | (103           | )      |
|      Statutory reserve                                                                                     |   |   |   | 120,511        |   |   | 120,511        |   |
|       Retained earnings                                                                               |   |   |   | 2,206,785      |   |   | 1,121,524      |   |
|      Accumulated other comprehensive income                                                                |   |   |   | 491,605        |   |   | 38,639         |   |
|               **Total stockholders’ equity:**           |   |   |   | **10,768,901** |   |   | **1,280,675**  |   |
|                                                                                                                                |        |        |        |                |        |        |                |        |
|               **Total liabilities and stockholders' equity:** |   |   | $      | **23,001,114** |   | $      | **19,467,000** |   |

*See accompanying notes to consolidated financial statements.*

3

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**Condensed Consolidated Statements of Income and Comprehensive Income**

**(Unaudited)**

 

|                                                                       |        |        |        | **For the Three Months** |        |        | **For the Nine Months** |        |
|-----------------------------------------------------------------------|--------|--------|--------|--------------------------|--------|--------|-------------------------|--------|
||
||
||
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Revenue:**                                                          |   |   | $      | 10,025,157               |   | $      | 16,295,189              |   | $ | 35,564,422 |   | $ | 27,098,713 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Cost of goods sold:**                                               |   |   |   | 9,026,179                |   |   | 14,550,277              |   |   | 31,731,142 |   |   | 24,160,728 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Gross profit:**                                                     |   |   |   | 998,978                  |   |   | 1,744,912               |   |   | 3,833,280 |   |   | 2,937,985 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Selling expenses:**                                                 |   |   |   | 500,163                  |   |   | 663,899                 |   |   | 2,076,597 |   |   | 991,989 |   |
| **General and administrative expenses:**                              |   |   |   | 166,354                  |   |   | 211,657                 |   |   | 544,615 |   |   | 399,471 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income from operations:**                                           |   |   |   | 332,461                  |   |   | 869,356                 |   |   | 1,212,068 |   |   | 1,546,525 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Other income (expenses):**                                          |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Dividend income                         |   |   |   | 78,698                   |   |   | 135,577                 |   |   | 230,001 |   |   | 204,053 |   |
|      Interest income                         |   |   |   | --                       |   |   | 11,089                  |   |   | -- |   |  |  |  |
|      Interest expenses                       |   |   |   | (4,457                   | )      |   | (20,124                 | )      |   | (22,319 | ) |   | (43,630 | ) |
|      Other income (expense)                  |   |   |   | --                       |   |   | 109,337                 |   |   | (13,320 | ) |   | 107,635 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income before income tax and minority**                             |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|   **Interests:**                                            |   |   |   | 406,703                  |   |   | 1,094,146               |   |   | 1,417,520 |   |   | 1,814,583 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Provision for income taxes:**                                       |   |   |   | 82,437                   |   |   | 395,599                 |   |   | 329,815 |   |   | 575,924 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income before minority interests:**                                 |   |   |   | 324,266                  |   |   | 698,547                 |   |   | 1,087,705 |   |   | 1,238,659 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Minority interests:**                                               |   |   |   | 135                      |   |   | 3,211                   |   |   | 2,444 |   |   | 5,631 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Net income:**                                                       |   |   |   | 324,131                  |   |   | 695,336                 |   |   | 1,085,261 |   |   | 1,233,028 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Other comprehensive income:**                                       |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Foreign currency translation adjustment |   |   |   | 213,847                  |   |   | 243,038                 |   |   | 452,966 |   |   | 246,593 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Comprehensive income:**                                             |   |   | $      | 537,978                  |   | $      | 938,374                 |   | $ | 1,538,227 |   | $ | 1,479,621 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Weight average number of shares:**                                  |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Basic and diluted                       |   |   |   | 10,406,932               |   |   | 10,389,231              |   |   | 10,398,081 |   |   | 10,389,231 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Earnings per share:**                                               |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|     Basic and diluted                             |   |   | $      | 0.03                     |   | $      | 0.07                    |   | $ | 0.10 |   | $ | 0.12 |   |

*See accompanying notes to consolidated financial statements.*

4

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**Condensed Consolidated Statements of Cash Flows**

**(Unaudited)**

|                                                                                                      |        |        |        | **For Nine Months Ended** |        |
|------------------------------------------------------------------------------------------------------|--------|--------|--------|---------------------------|--------|
||
||
| **Cash flows from operating activities:**                                                            |   |   |   |                           |   |   |  |   |
|      Net income                                                             |   |   | $      | 1,085,261                 |   | $ | 1,233,028 |   |
|      Adjustments to reconcile net income to cash provided by operating      |   |   |        |                           |        |  |  |  |
|        activities:                                                |   |   |        |                           |        |  |  |  |
|      Depreciation and amortization                                          |   |   |   | 212,428                   |   |   | 149,130 |   |
|      Investment Income                                                      |   |   |   | --                        |   |   | (204,053 | ) |
|      Minority interests                                                     |   |   |   | 11,684                    |   |   | 5,631 |   |
|      Increase (decrease) in assets and liabilities:                         |   |   |        |                           |        |  |  |  |
|      Accounts receivable, net                                               |   |   |   | (416,447                  | )      |   | (357,332 | ) |
|      Inventories                                                            |   |   |   | 125,429                   |   |   | (452,603 | ) |
|      Advance payments to suppliers                                          |   |   |   | 1,724,789                 |   |   | (2,409,510 | ) |
|      Dividend receivable                                                    |   |   |   | (3,513                    | )      |   | -- |   |
|      Deposits for buildings, machinery & equipment                      |   |   |   | (264,338                  | )      |   | -- |   |
|      Deferred tax assets                                                    |   |   |   | --                        |   |   | 127,175 |   |
|      Other receivable                                                       |   |   |   | (3,471,766                | )      |   | -- |   |
|      Non current assets                                                     |   |   |   | (5,949                    | )      |   | -- |   |
|      Accounts payable and accrued expenses                                  |   |   |   | (19,035                   | )      |   | 1,163,434 |   |
|      Customer Advance                                                       |   |   |   | (1,055,628                | )      |   | 627,586 |   |
|      Income tax payable                                                     |   |   |   | (643,968                  | )      |   | 459,188 |   |
|      CIP payable                                                            |   |   |   | 3,754,304                 |   |   | -- |   |
|      Other payables                                                         |   |   |   | 526,646                   |   |   | 1,548,267 |   |
|          **Net cash provided by operating activities:** |   |   |   | **1,559,897**             |   |   | **1,953,470** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Cash flows from investing activities:**                                                            |   |   |        |                           |        |  |  |  |
|       Acquisition of property and equipment                            |   |   |   | (241,704                  | )      |   | (1,523,259 | ) |
|      Refund of investment deposit                                           |   |   |   | 71,685                    |   |   | -- |   |
|       Construction in process                                          |   |   |   | --                        |   |   | (210,746 | ) |
|       Deposit for buildings, machinery & equipment                 |   |   |   | (264,338                  | )      |   | (234,557 | ) |
|      Investment deposit paid                                                |   |   |   | --                        |   |   | (393,854 | ) |
|       Due to former shareholders                                       |   |   |   | (1,544,757                | )      |   | -- |   |
|       Repayment of loans for acquisition of subsidiaries               |   |   |   | (5,105,952                | )      |   | -- |   |
|       Investment income received                                       |   |   |   | --                        |   |   | 259,614 |   |
|      Long-term investment                                                   |   |   |   |                           |        |  | (570,052 | ) |
|                                                                                                 |        |        |
|          **Net cash used in investing activities:**     |   |   |   | **(7,085,066**            | **)**  |   | **(2,672,854** | **)** |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Cash flows from financing activities:**                                                            |   |   |        |                           |        |  |  |  |
|      Additional paid-in capital contribution by shareholders                |   |   |   | 8,018,257                 |   |   | 673,697 |   |
|      Proceeds from short-term bank loan                                     |   |   |   | 716,850                   |   |   | -- |   |
|      Repayment from shareholders                                            |   |   |   | 143,370                   |   |   | -- |   |
|      Proceeds from related party loans                                      |   |   |   | 2,757,940                 |   |   | -- |   |
|      Long-term payables                                                     |   |   |   | (6,491,158                | )      |   | 187,858 |   |
|          **Net cash provided by financing activities:** |   |   |   | **5,145,259**             |   |   | **861,555** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Increase (decrease) in cash and cash equivalents:**                                                |   |   |   | **(379,910**              | **)**  |   | **142,171** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Foreign conversation on cash**                                                                     |   |   |   | **261,800**               |   |   | **10,530** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Cash and cash equivalents, beginning of period:**                                                  |   |   |   | **1,049,768**             |   |   | **166,336** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Cash and cash equivalents, end of period:**                                                        |   |   | $      | **931,658**               |   | $ | **319,037** |   |
|                                                                                                 |        |        |        |                           |        |  |  |  |
| **Supplemental disclosure information:**                                                             |   |   |        |                           |        |  |  |  |
|      Interest paid                                                          |   |   | $      | 22,139                    |   | $ | 24,179 |   |
|      Income taxes paid                                                      |   |   | $      | 824,931                   |   | $ | 660 |   |

 

*See accompanying notes to consolidated financial statements.*

5

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**NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION**

China Prosperous Clean Energy Corporation (the "Company" or “CHPC”) was incorporated in the State of Nevada on March 24, 2006.  OnJune30, 2008, the Company entered a share        exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon Capital Company, Ltd (“Oracular Dragon”), the sole shareholder of Origin Orbit Green Resource Company, Ltd (“Origin Orbit”) in exchange for all the issued and outstanding shares of Origin Orbit (the “Share Exchange”).  The Share Exchange is the final part of a series of consecutive        transactions including the stock purchase transactions consummated onJune19, 2008 in which the sole shareholder of Origin Orbit purchased 4,524,231 shares of common stock of CHPC from the affiliate and non-affiliate shareholders of CHPC at a total consideration of $ 346,586 (the “Stock Purchase”). Immediately following the Share Exchange        and Stock Purchase, Oracular Dragon owned 10,389,231 shares of the common stock of CHPC, representing approximately 86.6% of CHPC’s total issued and outstanding share capital. As a result, the Share Exchange has been accounted for as a reverse acquisition using the purchase method of accounting, whereby Origin Orbit is deemed to be the accounting acquirer and CHPC to be the accounting acquire. The financial statements before the date of Share Exchange are those of Origin Orbit        with the results of CHPC being condensed consolidated from the date of Share Exchange. No goodwill has been recorded.                 Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized under the laws of the People’s Republic of China (“PRC”).  Anyang Top does not have any subsidiary.  Anyang Prosperous has various ownership interests in a number of        companies in PRC.                 As a result of these share exchange transaction and acquisitions, CHPC has become the holding company of the group comprising Origin Orbit, Anyang Prosperous and Anyang Top and their subsidiaries. The Company is principally engaged in the wholesale and retail sales of compressed natural gas and liquefied petroleum gas through its subsidiaries in the People’s Republic of China (“PRC” or “China”).                 As of September 30, 2008, details of the subsidiaries of the Company are as follows:         

|                                                                                                             | Place of               | Registered and  | Percentage of       |                                                                                                |
|------------------------------------------------------------------------------------------------------------------|------------------------|-----------------|---------------------|-----------------------------------------------------------------------------------------------------|
| Subsidiaries’ names                                                                                        | operation              | paid-up capital | effective ownership | Principal activities                                                                                |
| Origin Orbit Green Resource Company, Ltd (“Origin Orbit”)                                            | British Virgin Islands | US$7,950,000    | 100% (a)            | Holding company of the other subsidiaries                                                           |
| Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”)                       | PRC                    | US$5,000,000    | 100% (b)            | Wholesale and retail sales of compressed natural gas and liquefied petroleum gas(“LPG”) |
| Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”)                                           | PRC                    | US$2,500,000    | 100% (b)            | Wholesale of compressed natural gas, liquefied petroleum gas and Dimethyl Ether                     |
| Jinan Zhenyuan Green Resource Co. Ltd.

(“Jinan Green Resource”)                                     | PRC                    | RMB10,000,000   | 99% (c)             | Sales of LPG for domestic and vehicles usage and related vehicles components                        |
| Handan City                    Prosperous Car-used Green Resource Co. Ltd. (“Handan Green Resource”) | PRC                    | RMB750,000      | 98% (c)             | Sales of LPG, vehicles components, and new energy research and development                          |

 

6

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**NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION (continued)**

|                                                                                                   | Place of  | Registered and  | Percentage of       |                                                                                                                            |
|--------------------------------------------------------------------------------------------------------|-----------|-----------------|---------------------|---------------------------------------------------------------------------------------------------------------------------------|
| Subsidiaries’ names                                                                              | operation | paid-up capital | effective ownership | Principal activities                                                                                                            |
| Yangquan Zhenyuan Energy Science & Technology Co. Ltd (“Yangquan Zhenyuan”)            | PRC       | RMB5,000,000    | 84% (c)             | Construction of gas stations                                                                                                    |
| Fuyang Prosperous Energy Technology Development Co. Ltd. (“Fuyang Prosperous”)             | PRC       | RMB10,000,000   | 95% (c) (d)         | Energy technology research and development                                                                                      |
| Weifang Prosperous Energy Technology Development Co. Ltd. (“Weifang Prosperous”)           | PRC       | RMB10,000,000   | 95% (c)             | Energy technology research and development, and sales vehicles components and gas equipment                                     |
| Hengshui Prosperous Energy Technology Development Co. Ltd. (“Hengshui Prosperous”)         | PRC       | RMB2,000,000    | 95% (c)             | Gas energy technology research and development                                                                                  |
| Heze Prosperous Energy Technology Development Co. Ltd. (“Heze Prosperous”)                 | PRC       | RMB5,000,000    | 95% (c) (d)         | Construction of LPG and CNG station, and sales of vehicle components                                                            |
| Shijiazhuang Prosperous Energy Technology Development Co. Ltd. (“Shijiazhuang Prosperous”) | PRC       | RMB10,000,000   | 100% (c)            | Gas energy technology research, development and advisory services, and  sales of gas energy product                        |
| Xuchang Zhenyuan Green Resource Technology Development Co. Ltd. (“Xuchang Zhenyuan”)       | PRC       | RMB10,000,000   | 95% (c) (d)         | Investment in natural gas business                                                                                              |
| Yantai Prosperous Energy Technology Development Co. Ltd. (“Yantai Prosperous”)             | PRC       | RMB500,000      | 100% (c)            | Gas energy technology research and development, and sales vehicle components and gas energy equipment                           |
| Changzhi City Zhenyuan Energy Technology Development Co. Ltd (“Changzhi City”)             | PRC       | RMB4,400,000    | 100% (c) (d)        | Sales of crude oil, natural gas, LPG and related vehicle components, and construction of gas stations                           |
| Jiaozuo City Prosperous Energy Technology Development Co. Ltd. (“Jiaozuo City”)            | PRC       | RMB5,000,000    | 100% (c)            | Sales of natural gas, liquefied petroleum gas and vehicle components, construction and operation of gas stations                |
| Pingdingshan City Zhenyuan Energy Technology Developing Co. Ltd. (“Pingdingshan City”)     | PRC       | RMB5,000,000    | 100% (c)            | Energy technology development, sales of natural gas, LPG and vehicle components, and construction and operation of gas stations |
| Linyi Prosperous Energy Technology Development Co. Ltd. (“Linyi Prosperous”)               | PRC       | RMB10,000,000   | 95% (c)             | Sales of natural gas and vehicle components.                                                                                    |

7

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**NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION (continued)**

Notes: 

|  | (a)      | Held directly by CHPC. |
|--|-----------------------------------|------------------------|

|  | (a)      | Held indirectly by CHPC through Origin Orbit. |
|--|-----------------------------------|-----------------------------------------------|

|  | (b)      | Held indirectly by CHPC through Origin Orbit and Anyang Prosperous. |
|--|-----------------------------------|---------------------------------------------------------------------|

|  | (c)      | According to the Companies Law of the PRC, at the incorporation of the investee, shareholders are only required to pay up 20% of the capital contribution requirement as a minimum and can make up the remaining payment in two years’ time. |
|--|-----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Fuyang Prosperous was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Fuyang Prosperous, it is required to contribute $1,300,550 into the capital of Fuyang Prosperous. Up to September 30, 2008, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained        outstanding.                 Heze Prosperous was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 95% ownership interest in Heze Prosperous, it is required to contribute $650,275 into the capital of Heze Prosperous. Up to September 30, 2008, Anyang Prosperous had only contributed $260,110 leaving $390,165 remained outstanding.                 Xuchang Zhenyuan was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Xuchang Zhenyuan, it is required to contribute $1,300,550 into the capital of Xuchang Zhenyuan. Up to September 30, 2008, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained outstanding.                 Changzhi City was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 100% ownership interest in Changzhi City, it is required to contribute $684,500 into the capital of Changzhi City. Up to September 30, 2008, Anyang Prosperous had only contributed $616,050 leaving $68,450 remained outstanding.                 Linyi Prosperous was incorporated with a registered capital of $1,380,872. As Anyang Prosperous holds 95% ownership interest in Linyi Prosperous, it is required to contribute $1,311,828 into the capital of Linyi Prosperous. Up to September 30, 2008, Anyang Prosperous had only contributed $262,366 leaving $1,049,462 remained outstanding.         

**NOTE 2 – INTERIM FIANNCIAL STATEMENTS**

These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2007, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting        policies and methods of computations as the audited financial statements for the year ended December 31, 2007.         

**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES**

**Basis of Consolidation**

These condensed consolidated financial statements include the financial statements of CHPC and its subsidiaries.  All significant inter-company balances or transactions have been eliminated on consolidation.

8

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**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

**Basis of Preparation**

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These condensed consolidated financial statements for the interim periods are unaudited. In the opinion of management, all adjustments and disclosures necessary for a        fair presentation of these interim statements have been included.  The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of        financial statements in conformity with accounting principles generally accepted in the United States.         

**Use of Estimates**

The preparation of these condensed consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these        condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates under different assumptions or conditions.         

**Cash and Cash Equivalents**

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less.  Because of the short maturity of these investments, the carrying amounts approximate their fair value.  Restricted cash is excluded from cash and cash equivalents.         

**Restricted Cash**

Restricted cash represented time deposits pledged against short-term bank facilities. Restricted cash is classified as current assets as the maturity of the short-term bank facilities was within one year.         

**Accounts Receivable**

Accounts receivable are stated at cost, net of allowance for doubtful accounts.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments.  The Company reviews the accounts receivable on a periodic basis and makes allowances where        there is doubt as to the collectibility of individual balances.  In evaluating the collectibility of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends.         

**Inventories**

Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to        management’s estimates based on prevailing market conditions. The management will write down the inventories to market value if it is below cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.

9

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**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

**Available-for-sale Investments**

Available-for-sale investments are equity securities which the Company does not intend to sell in the near term. The investees are private companies and do not have a quoted market price in an active market, so the fair value of available-for-sale investment cannot be practicably estimated are stated in the balance sheet using        the cost method. Temporary impairments of costs of such available-for-sale investments are reported in other comprehensive income, where as other than temporary impairments are reflected in earnings.

**Goodwill         **

The Company accounts for acquisitions of business in accordance with SFAS No. 141 “Business Combinations”, which may result in the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method.        Goodwill is not subject to amortization but will be subject to periodic evaluation for impairment. Goodwill is stated in the condensed condensed consolidated balance sheet at cost less accumulated impairment loss, if any.                 Buildings, Machinery and Equipment        Buildings, machinery and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of buildings, machinery and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred.                 Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

|                                               | Useful Life |
|----------------------------------------------------|-------------|
| Buildings                                          | 20-40 years |
| Machinery, gas storage vehicles and motor vehicles | 5-10 years  |
| Office equipment                                   | 5 years     |

The carrying value of buildings, machinery and equipment is assessed annually and when factors indicating impairment is present, the carrying value of the fixed assets is reduced by the amount of the impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and        without interest charges) and comparing such amount to the net asset carrying value. An impairment loss, if exists, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.         

**Construction in Progress         **

Construction in progress includes direct costs of construction of buildings, equipment and others.  Interest incurred during the period of construction, if material, is capitalized. Construction in progress is not depreciated until such time as the assets are completed and put into service.

10

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**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

**Asset Impairment **

|  | **(a)     ** | **Long-lived Assets** |
|--|---------------------------------------|-----------------------|

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets,        including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.

|  | **(b)     ** | **Goodwill** |
|--|---------------------------------------|--------------|

The Company evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the        carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates.         

**Financial Instruments         **

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is        required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.                 The Company’s financial instruments primarily consist of cash and cash equivalents, trade accounts receivable, other current assets; trade accounts payable, accrued expenses, short-term bank loans and other current liabilities.                 As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.         

**Revenue Recognition         **

Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectibility is reasonably assured.                 Sales revenue is recognized net of sales discounts and returns at the time when the merchandise is sold to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not made allowance for estimated sales returns.

11

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**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

**Income Taxes         **

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".  SFAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax        benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility        is uncertain.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This        Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The adoption of FIN 48 has not resulted in any material impact on the Company’s financial position or results.         

**Comprehensive Income**

SFAS No.130, “Reporting Comprehensive Income,” establishes standards for reporting and displaying comprehensive income and its components in the condensed condensed consolidated financial statements. Accumulated other comprehensive income includes foreign currency translation adjustments.         

**Earnings per Share**

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common        shares that would have been outstanding if the potentially dilutive common shares had been issued.         

**Foreign Currency**

The Company uses the United States dollars (“US Dollar” or “US$” or “$”) for financial reporting purposes. The Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the primary currency of the economic environment in which its        operations are conducted. In general, the Company translates its assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of income is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income.

12

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                 The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the condensed condensed consolidated financial statements were as follows: 

|                                                                            | September 30, 2008 | December 31, 2007  |
|---------------------------------------------------------------------------------|--------------------|--------------------|
| Balance sheet items, except for paid-in capital and retained earnings,          |               |               |
| as of the end of period                                                         | US$1:RMB 6.8353    | US$1:RMB7.3046     |
|                                                                            |               |               |
|                                                                            | Three months ended | Three months ended |
|                                                                            | September 30, 2008 | September 30, 2007 |
| Amounts included in the statements of income, statements of stockholders’ |               |               |
| equity and statements of cash flows for the period                              | US$1:RMB 6.9750    | US$1:RMB 7.6669    |
|                                                                            |               |               |

 

13

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**NOTE 3 – SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

**Foreign Currency (continued)**

|                                                                   | Six months ended   | Six months ended   |
|------------------------------------------------------------------------|--------------------|--------------------|
|                                                                   | September 30, 2008 | September 30, 2007 |
| Amounts included in the statements of income, statements of            |               |               |
| stockholders’ equity and statements of cash flows for the period | US$1:RMB 6.8353    | US$1:RMB 7.6669 *  |

* Since the Company began its operation only after the Company completed the acquisitions of Anyang Prosperous and Anyang Top on April 4, 2007, the exchange rate of US$1:7.6669 used to translate the statements of income, stockholders’ equity, and cash flows for the three months and nine months ended September 30, 2007 is        the same.         

**Segment Information**

The Company follows SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance.                 The Company believes that during the nine months ended September 30, 2008 it operated in one business segment – research, development, and sales of LPG and other fuel for domestic and vehicle consumption, and in one geographical segment – China, as all of the Company’s operations were carried out in China.         

**Commitments and Contingencies         **

The Company follows SFAS No. 5, “Accounting for Contingencies,” in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements        indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.         

**NOTE 4 – INVENTORIES**

Inventories by major categories are summarized as follows: 

|                                       | **September 30,** | **December 31,** |
|--------------------------------------------|-------------------|------------------|
|                                       | **2008**          | **2007**         |
|                                       |              | Audited          |
|                                       |              |             |
| Compressed natural gas                     | $ 66,213          | $ 10,018         |
| Liquefied petroleum gas                    | 567,847           | 549,108          |
| Dimethyl ether                             | 273,407           | 396,914          |
| Vehicle modification components and others | 207,763           | 207,303          |
| (“Jinan Zhongman”)*(b)*        |              |             |
|                                       | $1,115,230        | $1,163,343       |

**NOTE 5 – DIVIDEND RECEIVABLE**

Dividend receivable as of September 30, 2008 and December 31, 2007 were $336,292 and $311,331, respectively, representing income receivable from Anyang PetroChina, as described in Note 8.

14

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**NOTE 6 – DEFERRED INCOME TAX ASSETS**

Deferred income tax assets of $50,397 and $47,323 as of September 30, 2008 and December 31, 2007, respectively, arose from unused tax loss carry-forwards that management consider more likely than not that it will be realized through future operations. The tax loss carry-forwards are available for offset against future taxable        income over the next five years. No valuation allowance was recorded as of September 30, 2008 and December 31, 2007.         

**NOTE 7 – GOODWILL**

 

| Balance as of December 31, 2007  |   |   | $      | 56,650  |   |
|----------------------------------|--------|--------|--------|---------|--------|
| Exchange realignment             |   |   |   | (56,650 | )      |
|                             |        |
| Balance as of September 30, 2008 |   |   | $      | --      |   |

Goodwill arose from the Company’s acquisition of Anyang Prosperous and Anyang Top on April 4, 2007. Impairment of goodwill is tested at least annually at the reporting unit. The test consists of two steps. First, the identification potential impairment by comparing the fair value of the reporting unit to its carrying        amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase        price allocation, in accordance with SFAS No 141, “Business Combinations”. As of September 30, 2008, no impairment was provided on the goodwill.         

**NOTE 8 – AVAILABLE-FOR-SALE SECURITIES**

As of September 30, 2008, available-for-sale securities consisted of the following:

| Name of investees                                                             | Place of operation | Percentage of ownership | Principal activities                                         |
|-------------------------------------------------------------------------------|--------------------|-------------------------|--------------------------------------------------------------|
| Anyang PetroChina Marketing Company Limited (“Anyang PetroChina”) | PRC                | 34%                     | Sales of crude oil, refined oil and LPG                      |
| Taiyuan Zhenyuan Green Resource Technology Development Co. Ltd.               | PRC                | 20%                     | Sales of vehicle components and construction of gas stations |

Whilst the above companies are private companies whose shares are not quoted or traded in an active market, management has determined that it is not practicable to estimate their fair value reliably. Therefore, the investments in the above companies are stated at cost less any impairment losses. No events or changes in        circumstances have been identified that potentially would have a significant adverse effect on the fair value of investments in the above companies. As of September 30, 2008 and December 31, 2007, there was no allowance for impairment losses.                 Although the Company held 34% ownership interest in Anyang PetroChina, the Company did not have significant influence over Anyang PetroChina. According to an agreement between the Company and the other shareholder of Anyang PetroChina, namely China National Petroleum Corporation (“China National Petroleum”), the Company has assigned the full power and right of management of Anyang PetroChina to China National Petroleum for the period until September 30, 2008. In return, the        Company has been entitled to 10% of the cost of its investment in Anyang PetroChina in the form of a fixed “dividend” each year regardless of the actual performance of Anyang PetroChina for the period until September 30, 2008. Therefore, Anyang PetroChina has been accounted for using the cost method instead of the equity method. For the nine months ended September 30, 2008 and 2007, dividend income of $230,001 and $204,053, respectively, from Anyang Petrol China were        included in other income.

15

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**NOTE 9 – INVESTMENT DEPOSIT**

Investment deposit consisted of the following:

 

|                                                             |        |        |        | **September 30,** |        |        | **December 31,** |        |
|-------------------------------------------------------------|--------|--------|--------|-------------------|--------|--------|------------------|--------|
||
||
| Deposit paid in connection with the establishment of Anyang |   |   |   |                   |   |   |                  |   |
| Dingran Gas Company Ltd. (“Anyang Dingran”) (a) |   |   | $      | 444,752           |   | $      | 416,176          |   |
| Refundable investment deposit relating to:                  |   |   |        |                   |        |        |                  |        |
| - Jinan Zhongman Zhenyuan Energy Technology Company Ltd.    |   |   |        |                   |        |        |                  |        |
| (“Jinan Zhongman”) (b)                          |   |   |   | --                |   |        | 68,450           |        |
|                                                        |   |   |   |                   |        |        | 484,626          |        |
| Less: Current portion                                       |   |   |   | --                |        |        | (68,450          | )      |
|                                                        |        |        |
| Non-current portion                                         |   |   | $      | 444,752           |   | $      | 416,176          |   |

Notes: 

|  | (a)      | Investment deposit of $444,752 represented the amount paid by the Company for the establishment of Anyang Dingran in the PRC, in which the Company will have a 34% ownership interest. Anyang Dingran will have a registered capital of RMB 8 million (equivalent to $1,065,133) and intends to engage in the                    development and sales of natural gas. |
|--|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (b)      | On March 2, 2006, one of Anyang Prosperous’ subsidiaries, Jinan Green Resource entered into an agreement with Shangdong Zhongman Natural Gas Company Limited, (“Shangdong Zhongman”) to establish Jinan Zhongman in which Jinan Green Resources would hold a 50% ownership interest.                      |
|--|-----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

However, Jinan Zhongman was closed down on April 23, 2008.  Pursuant to the cancellation agreement entered into between the Company and Shangdong Zhongman, the Company received the refund of deposit in May 2008.         

**NOTE 10 – BUILDINGS, MACHINERY AND EQUIPMENT, NET**

Buildings, machinery and equipment consisted of the following:

|                                         |        |        |        | **September 30,** |        |        | **December 31,** |        |
|-----------------------------------------|--------|--------|--------|-------------------|--------|--------|------------------|--------|
||
||
| Buildings                               |   |   | $      | 304,552           |   | $      | 154,616          |   |
| Machinery                               |   |   |   | 2,768,740         |   |   | 2,115,142        |   |
| Office equipment                        |   |   |   | 66,461            |   |   | 279,757          |   |
| Gas storage vehicles and motor vehicles |   |   |   | 169,123           |   |   | 147,931          |   |
|                                    |        |        |
| Total cost                              |   |   |   | 3,308,876         |   |   | 2,697,446        |   |
| Less: Accumulated depreciation          |   |   |   | (623,341          | )      |   | (332,301         | )      |
|                                    |        |        |
| Net book value                          |   |   | $      | 2,685,535         |   | $      | 2,365,145        |   |

Depreciation expenses for the nine months ended September 30, 2008 and year ended December 31, 2007 were $212,428 and $64,972, respectively.         

**NOTE 11 – DUE TO RELATED PARTIES**

Due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

**NOTE 12 – LONG TERM PAYABLES**

Long term payable are unsecured,, non-interest bearing and only repayable on demand after September 30, 2009. There are no scheduled annual maturities on the long-term payables for the next five years.              

**NOTE 13 – SHORT TERM BANK LOAN**

Short-term bank loan consisted of the following:         

|                                                           | **September 30,** |  | **December 31,** |
|----------------------------------------------------------------|-------------------|--|------------------|
|                                                           | **2008**          |  | **2007**         |
|                                                           |              |  | Audited          |
| 8.217% one-year term loan granted by Jinan Commercial Bank,    |              |  |             |
| matured on January 28, 2009 and secured by the Company’s |              |  |             |
| bank deposit of $731,500 and a corporate guarantee given -     |              |  |             |
| by a third party entity                                        | $731,500          |  | -                |

**NOTE 14 – STATUTORY RESERVE**

In accordance with the PRC Companies Law, the Company’s PRC subsidiaries were required to transfer 10% of their profits after tax, as determined in accordance with accounting standards and regulations of the PRC, to the statutory surplus reserve and a percentage of not less than 5%, as determined by management, of the        profits after tax to the public welfare fund. With the amendment of the PRC Companies Law which was effective from January 1, 2006, enterprises in the PRC were no longer required to transfer any profit to the public welfare fund.  Any balance of public welfare fund brought forward from December 31, 2005 should be transferred to the statutory surplus reserve.  The statutory surplus reserve is non-distributable.         

**NOTE 15 – INCOME TAXES**

The Company being incorporated in the State of Nevada is not subject to any income tax according to the rules and regulations of the Nevada.  Before January 1, 2008, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income tax at 33%. On March 16, 2007, the PRC government promulgated a        new tax law, China’s Unified Corporate Income Tax Law (“New CIT Law”), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%. Accordingly, the Company’s subsidiaries in the PRC have been subject to the PRC corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing from January 1, 2008. The effect of this change in tax rate has        been reflected in the calculation of deferred income tax assets as of December 31, 2007 and thereafter.                 The Company’s provision for income taxes consisted of: 

|                | **For the three months** | **For the nine months** |
|---------------------|--------------------------|-------------------------|
|                | **Ended September 30,**  | **ended September 30,** |
|                |                     |                    |   |   |
|                | **2008**                 | **2007**                | **2008** | **2007** |
|                | Unaudited                | Unaudited               | Unaudited | Unaudited |
|                |                     |                    |   |   |
| Current – PRC | $ 82,437                 | $ 395,599               | $ 329,815 | $ 575,924 |
| Deferred            | -                        | -                       |   | - |
|                | $82,437                  | $395,599                | $329,815 | $575,924 |

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**NOTE 16 – CONCENTRATION OF CREDIT RISK**

As of September 30, 2008 and December 31, 2007, 100% of the Company’s cash included cash on hand and deposits in accounts maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of bank failure.  However, the Company has not        experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.                 For the nine months ended September 30, 2008, all of the Company’s sales arose in the PRC.  In addition, all accounts receivable as of September 30, 2008 and December 31, 2007 were due from customers located in the PRC.                 As of September 30, 2008, no single customer accounted for more than 10% of the company’s accounts receivable. As of December 31, 2007, five customers accounted for 43%, 20%, 11%, 6% and 4% of the accounts receivable of the Company.  There was no other single customer who accounted for more than 10% of the Company’s accounts receivable as of September 30, 2008 and December 31, 2007 respectively.         

**NOTE 17 – COMMITMENTS AND CONTINGENCIES                 Lease commitments         **

The Company has entered into several tenancy agreements for the lease of land and equipment for the purposes of its gas stations. The Company’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of September 30, 2008 are as follows: 

|                       | Unaudited  |
|----------------------------|------------|
| Period ended September 30, |       |
| 2009                       | $ 294,507  |
| 2010                       | 274,757    |
| 2011                       | 271,294    |
| 2012                       | 246,206    |
| 2013                       | 153,482    |
| Thereafter                 | 468,477    |
|                       |       |
|                       | $1,708,723 |

Capital commitment 

|                                                      | Unaudited  |
|-----------------------------------------------------------|------------|
| **Contracted but not provided for:**                      |       |
| Investment in Fuyang Prospectus as disclosed in Note 1(d) | $1,040,440 |
| Investment in Heze Prospectus as disclosed in Note 1(d)   | 390,165    |
| Investment in Xuchang Zhenyuan as disclosed in Note 1(d)  | 1,040,440  |
| Investment in Changzhi City as disclosed in Note 1(d)     | 68,450     |
| Investment in Linyi Prospectus as disclosed in Note 1(d)  | 1,049,462  |
| Purchases of fixed assets                                 | 697,985    |
|                                                      |       |
|                                                      | $4,286,942 |

17

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

The following discussion contains forward-looking statements. Forward looking statements are identified by words and phrases such as “anticipate”, “intend”, “expect” and words and phrases of similar import. We caution investors that forward-looking statements are only        predictions based on our current expectations about future events and are not guarantees of future performance. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements due to risks, uncertainties and assumptions that are difficult to predict, including those set forth in Item 1A above. We encourage you to read those risk factors carefully along with the other information provided in this Report and in our        other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. We undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.

You should read this MD&A in conjunction with the Consolidated Financial Statements and Related Notes in Item 1.

 

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to "yuan" or "RMB" are to the Chinese yuan (also known as the renminbi). According to Bank of China, as of November18,        2008, $1 =6.828Yuan.

**OVERVIEW**

     We were incorporated in the State of Nevada on March 24, 2006. From March 24, 2006 to June 19, 2008, we did not own any interest in any property, but merely had the right to conduct exploration activities on one property, which consisted of 20 cells containing 169.029 hectares located in the Nicola Mining Division        District of British Columbia, Canada. We intended to explore for gold on the property. Our exploration program should take approximately 365 days, weather permitting. We did not own any subsidiary company.                      On June 19, 2008, Walter Brenner and Horst Balthes (the "Affiliate Sellers"), two major shareholders and affiliates of the Company consummated two Affiliate Stock Purchase Agreements (the "Affiliate Agreements") with Oracular Dragon. Pursuant to the terms and conditions of the Affiliate Agreements, Oracular Dragon acquired from the Affiliate Sellers a total 3,100,000 shares of common stock of the Company for a total price of $ 75,000. Also on June 19, 2008,        a group of non-Affiliate Stockholders ("Non-Affiliate Sellers") of the Company consummated a Non-Affiliate Stock Purchase Agreement ("Non-Affiliate Agreement") with Oracular Dragon. Pursuant to the terms and conditions of the Non-Affiliate Agreement, Oracular Dragon acquired from the Non-Affiliate Sellers a total 1,424,231 shares of common stock of the Company for a total price of $ 271,586. As the result, Oracular Dragon acquired from Affiliate and Non-Affiliate Sellers a total        4,524,231 shares of common stock of the Company, representing approximately 73.7% of the total issued and outstanding shares of the Company.         

On September 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon in exchange for all the issued and outstanding shares that Oracular Dragon owned in Origin Orbit        Green Resource Company, Ltd. (“Origin Orbit”), the wholly-owned subsidiary of Oracular Dragon (“Share Exchange Transaction”).

     The Share Exchange Transaction is the final part of a series of consecutive transactions including the Affiliate and Non-Affiliate Stock Purchase Transactions consummated on June 19, 2008 (“Stock Purchase Transactions”). The Share Exchange Transaction and Stock Purchase Transactions, combined together,        were to ensure that the Company was able to acquire 100% of the beneficial ownership interest in Origin Orbit.

 

Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized        under the laws of the People’s Republic of China (“PRC”). Upon the acquisition of Origin Orbit, Anyang Prosperous and Anyang Top became our subsidiaries that we own through Origin Orbit.

18

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Following the acquisition of Origin Orbit, we ceased all the metal exploring business. Our new primary business operations include: retail sales of CNG and operation of CNG filling stations; retail sales of LPG and operation of LPG filling stations; and wholesale of LPG and CNG. Our primary        business is carried out by Origin Orbit through Anyang Prosperous and Anyang Top.

On October 14, 2008, we changed our legal name from “Acropolis Precious Metals, Inc.” to “China Prosperous Clean Energy Corporation”.

**In the remainder of this filing and its exhibits, “we, us or our” refers to China Prosperous Clean Energy Corporation, Origin Orbit, Anyang Prosperous and Anyang Top, collectively. The results of operations discussed below are the consolidated results of reflect the results of        China Prosperous Clean Energy Corporation, Origin Orbit, Anyang Prosperous and Anyang Top.**

**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**

Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to        make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the        basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management’s discussion and analysis.

**Basis of Consolidation**

These condensed consolidated financial statements include the financial statements ofCHPCand its subsidiaries.  All significant inter-company balances or transactions have        been eliminated on consolidation.

**Basis of Preparation**

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These condensed consolidated financial statements for the interim periods are unaudited. In the opinion of management, all adjustments and disclosures        necessary for a fair presentation of these interim statements have been included.  The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete        presentation of financial statements in conformity with accounting principles generally accepted in the United States.         

**Use of Estimates**

The preparation of these condensed consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the        date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates under different assumptions or conditions.

19

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**Cash and Cash Equivalents**

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less.  Because of the short maturity of these investments, the carrying amounts approximate their fair value.  Restricted cash is excluded from cash and cash        equivalents.         

**Restricted Cash**

Restricted cash represented time deposits pledged against short-term bank facilities. Restricted cash is classified as current assets as the maturity of the short-term bank facilities was within one year.         

**Accounts Receivable**

Accounts receivable are stated at cost, net of allowance for doubtful accounts.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments.  The Company reviews the accounts receivable on a periodic basis and makes        allowances where there is doubt as to the collectibility of individual balances.  In evaluating the collectibility of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends.         

**Inventories**

Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date        or to management’s estimates based on prevailing market conditions. The management will write down the inventories to market value if it is below cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.         

**Available-for-sale Investments**

Available-for-sale investments are equity securities which the Company does not intend to sell in the near term. The investees are private companies and do not have a quoted market price in an active market, so the fair value of available-for-sale investment cannot be practicably estimated are stated in the        balance sheet using the cost method. Temporary impairments of costs of such available-for-sale investments are reported in other comprehensive income, where as other than temporary impairments are reflected in earnings.

**Goodwill         **

The Company accounts for acquisitions of business in accordance with SFAS No. 141 “Business Combinations”, which may result in the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the        purchase method. Goodwill is not subject to amortization but will be subject to periodic evaluation for impairment. Goodwill is stated in the condensed condensed consolidated balance sheet at cost less accumulated impairment loss, if any.                 Buildings, Machinery and Equipment        Buildings, machinery and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of buildings, machinery and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

20

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        Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

|                                               | Useful Life |
|----------------------------------------------------|-------------|
| Buildings                                          | 20-40 years |
| Machinery, gas storage vehicles and motor vehicles | 5-10 years  |
| Office equipment                                   | 5 years     |
|                                               |        |

The carrying value of buildings, machinery and equipment is assessed annually and when factors indicating impairment is present, the carrying value of the fixed assets is reduced by the amount of the impairment. The Company determines the existence of such impairment by measuring the expected future cash flows        (undiscounted and without interest charges) and comparing such amount to the net asset carrying value. An impairment loss, if exists, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.         

**Construction in Progress         **

Construction in progress includes direct costs of construction of buildings, equipment and others.  Interest incurred during the period of construction, if material, is capitalized. Construction in progress is not depreciated until such time as the assets are completed and put into service.         

**Asset Impairment **

|  | **(c)     ** | **Long-lived Assets** |
|--|---------------------------------------|-----------------------|

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying        amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.

|  | **(d)     ** | **Goodwill** |
|--|---------------------------------------|--------------|

The Company evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying        amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates.         

**Financial Instruments         **

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However,        considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.                 The Company’s financial instruments primarily consist of cash and cash equivalents, trade accounts receivable, other current assets; trade accounts payable, accrued expenses, short-term bank loans and other current liabilities.                 As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.

21

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**Revenue Recognition         **

Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectibility is reasonably assured.                 Sales revenue is recognized net of sales discounts and returns at the time when the merchandise is sold to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not made allowance for estimated sales returns.         

**Income Taxes         **

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".  SFAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of        realization of tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that        future deductibility is uncertain.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a        tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The adoption of FIN 48 has not resulted in any material impact on the Company’s financial position or results.         

**Comprehensive Income**

SFAS No.130, “Reporting Comprehensive Income,” establishes standards for reporting and displaying comprehensive income and its components in the condensed condensed consolidated financial statements. Accumulated other comprehensive income includes foreign currency translation adjustments.         

**Earnings per Share**

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include the number of        additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.         

**Foreign Currency**

The Company uses the United States dollars (“US Dollar” or “US$” or “$”) for financial reporting purposes. The Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the primary currency of the economic environment in        which its operations are conducted. In general, the Company translates its assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of income is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income.                 The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the condensed condensed consolidated financial statements were as follows:

22

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|                                                                            | September 30, 2008 | December 31, 2007  |
|---------------------------------------------------------------------------------|--------------------|--------------------|
| Balance sheet items, except for paid-in capital and retained earnings,          |               |               |
| as of the end of period                                                         | US$1:RMB 6.8353    | US$1:RMB7.3046     |
|                                                                            |               |               |
|                                                                            | Three months ended | Three months ended |
|                                                                            | September 30, 2008 | September 30, 2007 |
| Amounts included in the statements of income, statements of stockholders’ |               |               |
| equity and statements of cash flows for the period                              | US$1:RMB 6.9750    | US$1:RMB 7.6669    |

|                                                                   | Six months ended   | Six months ended   |
|------------------------------------------------------------------------|--------------------|--------------------|
|                                                                   | September 30, 2008 | September 30, 2007 |
| Amounts included in the statements of income, statements of            |               |               |
| stockholders’ equity and statements of cash flows for the period | US$1:RMB 6.8353    | US$1:RMB 7.6669 *  |
|                                                                   |               |               |

* Since the Company began its operation only after the Company completed the acquisitions of Anyang Prosperous and Anyang Top on April 4, 2007, the exchange rate of US$1:7.6669 used to translate the statements of income, stockholders’ equity, and cash flows for the three months and nine months ended        September 30, 2007 is the same.         

**Segment Information**

The Company follows SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance.                 The Company believes that during the nine months ended September 30, 2008 it operated in one business segment – research, development, and sales of LPG and other fuel for domestic and vehicle consumption, and in one geographical segment – China, as all of the Company’s operations were carried out in China.         

**Commitments and Contingencies         **

The Company follows SFAS No. 5, “Accounting for Contingencies,” in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial        statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

**Recent****A****ccounting****P****ronouncements**

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value instruments. SFAS No. 157 does not        require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 5, 2007 (the Company’s fiscal 2008). It is believed that implementation of SFAS No. 157 will have little or no impact on the Company’s condensed consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans— an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. SFAS No. 158 requires plan sponsors of defined benefit pension and other postretirement benefit        plans (collectively, “postretirement benefit plans”) to fully recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position and provide additional disclosures. SFAS 158 is effective for financial statements issued for fiscal years ending after December 15, 2008, and is not expected to apply to the        Company.

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract        basis. Subsequent changes in fair value of these financial assets and liabilities would be recognized in earnings when they occur. SFAS No. 159 further establishes certain additional disclosure requirements. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007 (fiscal 2008 for the Company) where earlier adoption is permitted. Management is currently evaluating the impact, if any, and timing of the adoption of SFAS No. 159 on        theCompany’s financial statements.

In December, 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, and SFAS No. 160, “Accounting and Reporting of Noncontrolling interest in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS No.160). These new standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling (or minority) interestsin consolidated financial statements. SFAS No. 141(R) and SFAS No. 160 are effective for fiscal years, and interim periods within those fiscal years,        beginning on or after December 15, 2008 (that is, fiscal 2009 for the Company). The Company has not yet determined the effect, if any, that the adoption of SFAS 141(R) and 160 will have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests inConsolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS No. 160”), which establishes new accounting and        reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008(that is, fiscal 2009 for the Company). Management does not expect that this Statement will have an effect on theCompany’sconsolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Entities are        required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement will be effective for financial statements issued for fiscal years and interim periods beginning after        November 15, 2008(that is, fiscal 2009 for the Company). Management does not expect that this Statement will have an effect on the Company’sconsolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that        are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Management does not expect that this Statement will have an effect on the Company’sconsolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60”. This Statement interprets Statement 60, “Accounting and Reporting by Insurance Enterprises” and amends existing accounting pronouncements        to clarify their application to the financial guarantee insurance contracts included within the scope of this Statement. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be        used to account for premium revenue and claim liabilities. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008(that is, fiscal 2009 for the Company), and all interim periods within those fiscal years. Management does not expect that this Statement will have an effect on the Company’sconsolidated financial statements.

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**RESULTS OF OPERATIONS         **

|                                                                       |        |        |        | **For the Three Months** |        |        | **For the Nine Months** |        |
|-----------------------------------------------------------------------|--------|--------|--------|--------------------------|--------|--------|-------------------------|--------|
||
||
||
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Revenue:**                                                          |   |   | $      | 10,025,157               |   | $      | 16,295,189              |   | $ | 35,564,422 |   | $ | 27,098,713 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Cost of goods sold:**                                               |   |   |   | 9,026,179                |   |   | 14,550,277              |   |   | 31,731,142 |   |   | 24,160,728 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Gross profit:**                                                     |   |   |   | 998,978                  |   |   | 1,744,912               |   |   | 3,833,280 |   |   | 2,937,985 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Selling expenses:**                                                 |   |   |   | 500,163                  |   |   | 663,899                 |   |   | 2,076,597 |   |   | 991,989 |   |
| **General and administrative expenses:**                              |   |   |   | 166,354                  |   |   | 211,657                 |   |   | 544,615 |   |   | 399,471 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income from operations:**                                           |   |   |   | 332,461                  |   |   | 869,356                 |   |   | 1,212,068 |   |   | 1,546,525 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Other income (expenses):**                                          |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Dividend income                         |   |   |   | 78,698                   |   |   | 135,577                 |   |   | 230,001 |   |   | 204,053 |   |
|      Interest income                         |   |   |   | --                       |   |   | 11,089                  |   |   | -- |   |  |  |  |
|      Interest expenses                       |   |   |   | (4,457                   | )      |   | (20,124                 | )      |   | (22,319 | ) |   | (43,630 | ) |
|      Other income (expense)                  |   |   |   | --                       |   |   | 109,337                 |   |   | (13,320 | ) |   | 107,635 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income before income tax and minority**                             |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|   **Interests:**                                            |   |   |   | 406,703                  |   |   | 1,094,146               |   |   | 1,417,520 |   |   | 1,814,583 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Provision for income taxes:**                                       |   |   |   | 82,437                   |   |   | 395,599                 |   |   | 329,815 |   |   | 575,924 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Income before minority interests:**                                 |   |   |   | 324,266                  |   |   | 698,547                 |   |   | 1,087,705 |   |   | 1,238,659 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Minority interests:**                                               |   |   |   | 135                      |   |   | 3,211                   |   |   | 2,444 |   |   | 5,631 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Net income:**                                                       |   |   |   | 324,131                  |   |   | 695,336                 |   |   | 1,085,261 |   |   | 1,233,028 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Other comprehensive income:**                                       |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Foreign currency translation adjustment |   |   |   | 213,847                  |   |   | 243,038                 |   |   | 452,966 |   |   | 246,593 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Comprehensive income:**                                             |   |   | $      | 537,978                  |   | $      | 938,374                 |   | $ | 1,538,227 |   | $ | 1,479,621 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Weight average number of shares:**                                  |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|      Basic and diluted                       |   |   |   | 10,406,932               |   |   | 10,389,231              |   |   | 10,398,081 |   |   | 10,389,231 |   |
|                                                                  |        |        |        |                          |        |        |                         |        |  |  |  |  |  |  |
| **Earnings per share:**                                               |   |   |        |                          |        |        |                         |        |  |  |  |  |  |  |
|     Basic and diluted                             |   |   | $      | 0.03                     |   | $      | 0.07                    |   | $ | 0.10 |   | $ | 0.12 |   |

----

 

 Revenue

Revenue for the quarter ended September 30, 2008 was $10,025,157as compared to $ 16,295,189 for the quarter ended September 30, 2007, representing a decrease of $ 6,270,032 or 38.48%. The decrease was mainly due tothat in year        2008, many municipalities in China have encouraged the use of CNG-powered vehicles due to the relative advantages of CNG compared to LPG. Therefore, the market demand of LPG-powered vehicles has decreased and our sales volume of LPG also decreased accordingly. The decrease of LPG sales, which constituted a major portion of our business operations, caused the decrease in revenue.

Cost of Goods Sold

Cost of goods sold for the quarter ended September 30, 2008 was $ 9,026,179 as compared to $14,550,277 for the quarter ended September 30, 2007, representing a decrease of $ 5,524,098 or 37.97 %. The decrease was mainly due to(1) the decrease of thepurchasevolume of LPG due to the decrease of LPG sales; (2) lowered unit purchase price of LPG due to the decrease of oil price and improvement of our purchasing system.

Gross Profit

Gross Profit for the quarter endedSeptember 30, 2008 was $ 998,978as compared to $1,744,912 for the quarter ended September 30, 2007,        representing a decrease of $ 745,934or 42.75 %. The decrease was mainly due tothe decrease of the market demand of LPG-powered vehicles and the decrease of our LPG sales volume, which constituted a major portion of our business operations.

Selling Expenses

Selling Expenses for the quarter ended September 30, 2008 were $ 500,163 as compared to $ 663,899 for the quarter ended September 30, 2007, representing a decrease of $ 163,736 or 24.66 %. The decrease was mainly due tothe        decrease of cost of goods sold.

General and Administrative Expenses

General and administrative expenses for the quarter ended September 30, 2008 were $ 166,354 as compared to $ 211,657 for the quarter ended September 30, 2007, representing a decrease of $ 45,303 or 24.66 %. The decrease was mainly due totheimprovementof our managing and administrative efficiencies.

Net Income

Net income for the quarter ended September 30, 2008 was $324,131as compared to $ 695,336 for the quarter ended September 30, 2007,        representing a decrease of $335,205or48.21%. The decrease was mainly due tothe decrease of the market demand of LPG-powered vehicles and the decrease of our LPG sales volume, which constituted a major portion of our business operations.

LIQUIDITY AND CAPITAL RESOURCES                 Nine months ended September 30, 2008 as compared to nine months ended September 30, 2007

As of September 30, 2008 and 2007, the Company had cash and cash equivalents of approximately $ 931,685 and $ 319,037 respectively.

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2008 and 2007: 

25

----

 

| Cash provided by (used in):  |   | Nine months ended September 30,2008 | Nine months ended September 30,2007 |
|-----------------------------------|--------|-------------------------------------|-------------------------------------|
|                              |   |                                |                                |
| Operating Activities              | $      | 1,559,897                           | 1,953,470                           |
|                              |   |                                |                                |
| Investing Activities              | $      | (7,085,066)                         |                                     | (2,672,854) |
|                              |   |                                |                                |
| Financing Activities              | $      | 5,145,259                           |                                     | 861,555 |

Net cash flow provided by operating activities was $1,559,897 in the nine months ended September 30, 2008, as compared to net cash flow provided by operating activities of $ 1,953,470 in the nine months ended September 30, 2007, representing a decrease of $ 393,573 or 20.15%. The decrease in net cash        inflows from operating activities was mainly due tothe decrease of the market demand of LPG-powered vehicles and the decrease of our LPG sales volume, which constituted a major portion of our business operations.

Net cash flow used in investing activities was $ 7,085,066 for the nine months ended September 30, 2008, as compared to net cash used in investing activities of $ 2,672,854 for the nine months ended September 30, 2007, representing an increase of $ 4,412,212 or 165.07%. The increase of net cash flow used in        investing activities was mainly due tothat in November and December 2007 and January 2008, we invested substantial amount of cash in a number of subsidiary operating companies located in Shanxi Province, Henan Province, Shandong Province and Hebei Province.

Net cash flow provided by financing activities was $ 5,145,259for the nine months ended September 30, 2008 as compared to net cash provided by financing activities of  $861,555 for the nine months ended September 30, 2007,        representing an increase of $ 4,283,704 or 497.20%.

We believe we have sufficient cash to continue our current business throughout 2008 due to increased sales and interest revenue

We do not believe that inflation had a significant negative impact on our results of operations during 2008.

INCOME TAXES         

     The Company being incorporated in the State of Nevada is not subject to any income tax according to the rules and regulations of the Nevada.  Before January 1, 2008, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income        tax at 33%. On March 16, 2007, the PRC government promulgated a new tax law, China’s Unified Corporate Income Tax Law (“New CIT Law”), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%. Accordingly, the Company’s subsidiaries in the PRC have been subject to the PRC corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing        from January 1, 2008. The effect of this change in tax rate has been reflected in the calculation of deferred income tax assets as of December 31, 2007 and thereafter.                 The Company’s provision for income taxes consisted of:         

|                | **For the three months** | **For the nine months** |
|---------------------|--------------------------|-------------------------|
|                | **Ended September 30,**  | **ended September 30,** |
|                |                     |                    |   |   |
|                | **2008**                 | **2007**                | **2008** | **2007** |
|                | Unaudited                | Unaudited               | Unaudited | Unaudited |
|                |                     |                    |   |   |
| Current – PRC | $ 82,437                 | $ 395,599               | $ 329,815 | $ 575,924 |
| Deferred            | -                        | -                       |   | - |
|                | $82,437                  | $395,599                | $329,815 | $575,924 |

----

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated        financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

**ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**              We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.          

**ITEM 4. CONTROLS AND PROCEDURES**

**Evaluation of Disclosure Controls and Procedures**

          We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act        reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and        Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.         

**Changes in Internal Controls**

          We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

 

**PART II - OTHER INFORMATION**

**ITEM 1. LEGAL PROCEEDINGS**         

Currently we are not involved in any pending litigation or legal proceeding.

**ITEM 1A. RISK FACTORS**         

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

----

 

 

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

On June 19, 2008, Walter Brenner and Horst Balthes (the "Affiliate Sellers"), two major shareholders and affiliates of the Company consummated two Affiliate Stock Purchase Agreements (the "Affiliate Agreements") with Oracular Dragon. Pursuant to the terms and conditions of the Affiliate Agreements, Oracular        Dragon acquired from the Affiliate Sellers a total 3,100,000 shares of common stock of the Company for a total price of $ 75,000. Also on June 19, 2008, a group of non-Affiliate Stockholders ("Non-Affiliate Sellers") of the Company consummated a Non-Affiliate Stock Purchase Agreement ("Non-Affiliate Agreement") with Oracular Dragon. Pursuant to the terms and conditions of the Non-Affiliate Agreement, Oracular Dragon acquired from the Non-Affiliate Sellers a total 1,424,231 shares of        common stock of the Company for a total price of $ 271,586. As the result, Oracular Dragon acquired from Affiliate and Non-Affiliate Sellers a total 4,524,231 shares of common stock of the Company, representing approximately 73.7% of the total issued and outstanding shares of the Company.

Oracular Dragon is a company organized under the laws of British Virgin Islands and has its principal place of business in the People’s Republic of China. Oracular Dragon is neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S, nor is it located within the United States.

On June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon in exchange for all the issued and outstanding shares that Oracular Dragon owned in Origin Orbit Green        Resource Company, Ltd. (“Origin Orbit”), the wholly-owned subsidiary of Oracular Dragon (“Share Exchange Transaction”).

     The Share Exchange Transaction is the final part of a series of consecutive transactions including the Affiliate and Non-Affiliate Stock Purchase Transactions consummated on June 19, 2008 (“Stock Purchase Transactions”). The Share Exchange Transaction and Stock Purchase Transactions, combined together,        were to ensure that the Company was able to acquire 100% of the beneficial ownership interest in Origin Orbit.

Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized        under the laws of the People’s Republic of China (“PRC”). Upon the acquisition of Origin Orbit, Anyang Prosperous and Anyang Top became our subsidiaries that we own through Origin Orbit.

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES**         

None.

**ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS**       None.         

**ITEM 5. OTHER INFORMATION**         

None.

**ITEM 6. EXHIBITS**         The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

----

 

| Exhibit No. |   | Description                                                                                             |
|------------------|--------|---------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                    |
| 3.1              |   | Articles of Incorporation (1)                                                                           |
|             |   |                                                                                                    |
| 3.2              |   | Bylaws (1)                                                                                              |
|             |   |                                                                                                    |
| 10.1             |   | Affiliate Stock Purchase Agreement between Walter Brenner and Oracular Dragon Capital Company, Ltd. (2) |
|             |   |                                                                                                    |
| 10.2             |   | Affiliate Stock Purchase Agreement between Horst Balthes and Oracular Dragon Capital Company, Ltd.(2)   |

|   |        |                                                                                                                  |
|--------|--------|------------------------------------------------------------------------------------------------------------------|
| 10.3   |   | Non-Affiliate Stock Purchase Agreement (2)                                                                       |
|   |   |                                                                                                             |
| 10.4   |   | Share Exchange Agreement, dated September 30, 2008, between Company and Oracular Dragon Capital Company, Ltd.(3) |
|   |   |                                                                                                             |
| 31.1   |   | Section 302 Certificate of Chief Executive Officer *                                                             |
|   |   |                                                                                                             |
| 31.2   |   | Section 302 Certificate of Chief Financial Officer *                                                             |
|   |   |                                                                                                             |
| 32.1   |   | Section 906 Certificate of Chief Executive Officer *                                                             |
|   |   |                                                                                                             |
| 32.2   |   | Section 906 Certificate of Chief Financial Officer *                                                             |

|  | ·      | filed herewith |
|--|----------------------------------------|----------------|

 (1) Incorporated by reference to the Form SB-2 registration statement filed on June 29, 2007.                 (2) Incorporated by reference to the Report on Form 8-K as filed on June 20, 2008                  (3) Incorporated by reference to the Report on Form 8-K as filed on June 30, 2008.                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         

| Date:November 19, 2008 | **CHINA PROSPEROUS CLEAN ENERGY CORPORATION.**                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                   | /s/Wei                    Wang                                                                     |
|                   | Wei Wang                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                   | Chief Executive Officer, Chairman of the Board                                                                                                                                                                                                                                                                                                                                                                                                    |