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

                                -----------------

                                    FORM 10-Q
                                -----------------

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
                               For the Quarterly Period Ended September 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 000-53268

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

         Nevada                                               61-1504884
------------------------                                ------------------------
(State of Incorporation)                                (IRS Employer ID Number)

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

                                  303-993-8028
                           --------------------------
                         (Registrant's Telephone number)

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No []

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

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


                                       1
<PAGE>

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of October 9, 2009 there were 14,394,004  shares of the  registrant's  common
stock issued and outstanding.



























                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Item 1. Financial Statements                                                              Page
                                                                                          ----
<S>                                                                                        <C>

     Consolidated Balance Sheets - September 30, 2009 (Unaudited) and
         December 31, 2008                                                                  2

     Consolidated  Statements of Operations and Comprehensive Loss (Unaudited) -
         Three and nine months ended September 30, 2009 and 2008 and
         From July 5, 2006 (Inception) to September 30, 2009                                3

     Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) -
            From July 5, 2006 (Inception) to September 30, 2009                             5

     Consolidated  Statements  of Cash Flows  (Unaudited)  - Nine  months  ended
            September 30, 2009 and 2008 and
            From July 5, 2006 (Inception) to September 30, 2009                             6

     Notes to the Consolidated Financial Statements (Unaudited)                             7

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                          17

Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable         21

Item 4. Controls and Procedures                                                             21

Item 4T. Controls and Procedures                                                            22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -Not Applicable                                                   22

Item 1A. Risk Factors - Not Applicable                                                      22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                         22

Item 3. Defaults Upon Senior Securities - Not Applicable                                    23

Item 4. Submission of Matters to a Vote of Security Holders                                 23

Item 5. Other Information - Not Applicable                                                  23

Item 6. Exhibits                                                                            23

SIGNATURES                                                                                  24
</TABLE>



                                       1
<PAGE>

                   PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

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

                                   CONSOLIDATED BALANCE SHEETS



                                             ASSETS
                                                                                September 30,              December 31,
                                                                                     2009                       2008
                                                                                  (Unaudited)
                                                                              ------------------         ------------------
<S>                                                                           <C>                        <C>

Current assets:
   Cash                                                                       $         371,305          $         147,889
   Prepaid expenses                                                                      53,777                     23,841
                                                                              ------------------         ------------------

   Total current assets                                                                 425,082                    171,730
                                                                              ------------------         ------------------

Property and equipment, net                                                             525,707                    531,009
Intangible assets and other, net                                                        321,200                    364,195
                                                                              ------------------         ------------------
                                                                                        846,907                    895,204
                                                                              ------------------         ------------------

                                                                              $       1,271,989          $       1,066,934
                                                                              ==================         ==================


                              LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                           $         266,812          $         119,830
   Accrued interest                                                                     322,159                    195,641
   Convertible notes payable, current portion                                         2,495,692                  2,350,100
                                                                              ------------------         ------------------

   Total current liabilities                                                          3,084,663                  2,665,571
                                                                              ------------------         ------------------

Long-term liabilities:
   Accrued interest                                                                      13,207                          -
   Convertible notes payable, net of current portion                                    778,045                          -
                                                                              ------------------         ------------------

   Total long -term liabilities                                                         791,252                          -
                                                                              ------------------         ------------------


Shareholders' deficit:
Common  stock;  $.001 par value;  50,000,000 shares  authorized;
        14,394,004 and 10,785,002 shares issued and outstanding as of
        September 30, 2009 and December 31, 2008, respectively                           14,394                     10,785
      Additional paid-in capital                                                      1,659,095                    534,048
      Accumulated other comprehensive income                                             26,398                     25,853
      Deficit accumulated during the development stage                               (4,303,813)                (2,169,323)
                                                                              ------------------         ------------------
     Total shareholders' deficit                                                     (2,603,926)                (1,598,637)
                                                                              ------------------         ------------------

                                                                              $       1,271,989          $       1,066,934
                                                                              ==================         ==================


                    See notes to unaudited consolidated financial statements.

                                              2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                           (Unaudited)





                                                                        Three Months Ended
                                                               September 30,            September 30,
                                                                    2009                    2008
                                                            ---------------------   ------------------------
<S>                                                         <C>                     <C>

Operating expenses:
    General and administrative expense                      $           (466,729)   $            (308,705)
                                                            ---------------------   ----------------------

Operating loss                                                          (466,729)                (308,705)
                                                            ---------------------   ----------------------

Other expense:
    Interest expense                                                     (79,440)                 (49,387)
                                                            ---------------------   ------------------------

Net loss                                                                (546,169)                (358,092)

Foreign currency translation gain                                            491                   25,466
                                                            ---------------------   ------------------------

Comprehensive loss                                          $           (545,678)   $            (332,626)
                                                            =====================   ======================

Basic and diluted net loss per share                        $              (0.04)   $               (0.03)
                                                            =====================   ======================

Weighted average number of common
    shares outstanding, basic and diluted                             14,267,620               10,105,000
                                                            =====================   ======================


                    See notes to unaudited consolidated financial statements.

                                                3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                           (Unaudited)


                                                                                                                 Period from
                                                                                                                 July 5, 2006
                                                                                                                 (inception)
                                                             Nine Months Ended                                     through
                                                               September 30,            September 30,           September 30,
                                                                    2009                    2008                    2009
                                                            ---------------------   ---------------------------------------------
<S>                                                         <C>                     <C>                     <C>

Operating expenses:
    General and administrative expense                      $         (1,921,373)   $          (1,037,754)  $         (3,876,283)
                                                            ---------------------   ----------------------  ---------------------

Operating loss                                                        (1,921,373)              (1,037,754)            (3,876,283)
                                                            ---------------------   ----------------------  ---------------------

Other expense:
    Interest expense                                                    (213,117)                (129,074)              (427,529)
                                                            ---------------------   ---------------------------------------------

Net loss                                                              (2,134,490)              (1,166,828)            (4,303,812)

Foreign currency translation gain                                            545                   25,466                 26,398
                                                            ---------------------   ---------------------------------------------

Comprehensive loss                                          $         (2,133,945)   $          (1,141,362)  $         (4,277,414)
                                                            =====================   ======================  =====================

Basic and diluted net loss per share                        $              (0.17)   $               (0.12)
                                                            =====================   ======================

Weighted average number of common
    shares outstanding                                                12,665,316                9,959,179
                                                            =====================   ======================


                    See notes to unaudited consolidated financial statements.

                                                4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

                        PERIODS FROM JULY 5, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2009
                                                   (Unaudited)

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

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

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

Common stock issued for cash at par
value ($0.001 per share)                       5,490,000            5,490            -            -             -        5,490

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

Net loss                                               -                -            -            -      (444,590)    (444,590)
                                               ----------      -----------  -----------  -----------  ------------  -----------

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

Shares of common stock cancelled at
par value                                       (260,000)            (260)           -            -             -         (260)

Common stock issued for services,
valued at $0.25 per share                        884,000              884      220,116            -             -      221,000

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

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

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

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

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


Common stock issued for services,
valued at $0.25 per share                       1,860,000            1,860      463,140           -             -      465,000

Common stock issued upon conversion of
notes and accrued interest, valued at
$0.25 per share                                 1,749,002            1,749      469,641           -             -      471,390

Fair value of options vesting during
the period                                             -                -      192,266            -             -      192,266

Net loss                                               -                -            -            -    (2,134,490)  (2,134,490)

Other comprehensive income adjust-
ments, gain on foreign currency
translation                                            -                -            -          545            -           545
                                               ----------      -----------  -----------  -----------  ------------  -----------

Balances, September 30, 2009                   14,394,004       $  14,394    $1,659,095   $  26,398   $(4,303,813) $(2,603,926)
                                               ==========      ===========  ===========  ===========  ============  ===========


                            See notes to unaudited consolidated financial statements.

                                                        5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           (Unaudited)
                                                                                                                    Period from
                                                                                                                    July 5, 2006
                                                                                                                    (Inception)
                                                                               Nine Months Ended                      through
                                                                   September 30, 2009   September 30, 2008       September 30, 2009
                                                                 --------------------  ---------------------     -------------------
<S>                                                              <C>                   <C>                   <C>

Cash flows from operating activities:
   Net loss                                                        $      (2,134,490)    $       (1,166,828)  $          (4,303,812)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
Common stock issued for services                                             465,000                158,500                 799,750
Accrued interest converted to common stock                                    73,491                      -                  87,244
Non-cash stock option expense                                                192,265                 87,575                 295,540
Depreciation                                                                  20,552                      -                  26,875
Amortization                                                                  16,303                  1,901                  21,573
   Changes in assets and liabilities:
   Increase in accounts receivable                                                 -                 (6,687)                      -
   Increase in prepaid expenses                                              (29,936)                (9,746)                (53,777)
   Decrease in other assets                                                   26,657                      -                  26,657
   Increase (decrease) in accounts payable                                   146,981                (42,500)                266,811
   Increase in accrued interest                                              139,626                128,017                 335,267
                                                                 --------------------  ---------------------     -------------------

Net cash used in operating activities                                     (1,083,551)              (849,768)             (2,497,872)
                                                                 --------------------  ---------------------     -------------------

Cash flows from investing activities:

    Purchase of property and equipment                                       (13,945)              (199,883)               (525,424)
    Purchase of intangible assets                                                  -               (157,576)               (364,196)
                                                                 --------------------  ---------------------     -------------------

Net cash used in investing activities                                        (13,945)              (357,459)               (889,620)
                                                                 --------------------  ---------------------     -------------------
Cash flows from financing activities:
Proceeds from issuance of convertible notes payable                        1,321,590              1,143,500               3,755,690
Proceeds from return of common stock                                               -                  2,310                   9,055
Debt issue costs                                                                   -                      -                  (5,270)
                                                                 --------------------  ---------------------     -------------------

Net cash provided by financing activities                                  1,321,590              1,145,810               3,759,475
                                                                 --------------------  ---------------------     -------------------

Effect of exchange rate changes on cash                                         (678)                     -                    (678)
                                                                 --------------------  ---------------------     -------------------

Net  increase (decrease) in cash                                             223,416                (61,417)                371,305
Cash, beginning of period                                                    147,889                182,401                       -
                                                                 --------------------  ---------------------     -------------------


Cash, end of period                                                $         371,305   $            120,984  $              371,305
                                                                 ====================  =====================     ===================

Supplemental disclosure of non-cash investing
and financing activities:

      Convertible notes converted to common stock                  $         397,560    $                 -  $              495,313
                                                                 ====================  =====================     ===================

      Receivable from issuance of common stock                     $               -    $                50  $                5,720
                                                                 ====================  =====================     ===================


                            See notes to unaudited consolidated financial statement.

                                                        6
</TABLE>

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                   (Unaudited)

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

   Organization and basis of presentation:

   China Wi-Max  Communications,  Inc. (the  "Company")  is a development  stage
telecommunications  broadband  provider.  The  Company  is a Nevada  corporation
formed in July 2006, and is focused on providing  commercial customers with high
bandwidth  connections  throughout  first and second tier markets in China.  For
accounting   purposes,   the  Company  is  classified  as  a  development  stage
enterprise.

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

   In September  2008, the Company  effectuated the formation and control of two
wholly-owned  subsidiaries  in  China:  Beijing  Yuan  Shan  Da  Chuan  Business
Development  Ltd.  ("Da  Chuan") and Beijing Yuan Shan Shi Dai  Technology  Ltd.
("Shi  Dai").  Da  Chuan  has  contractual  agreements  with two  local  Chinese
companies to use licenses to deliver "Value Added  Telecommunications  Services"
(Note 4). Shi Dai owns optical fiber assets located in Beijing and Hangzhou; Shi
Dai's  purchases of optical  fiber assets were made at the direction of and with
funding from China  Wi-Max prior to  consolidation.  The Company  began  initial
operation of its network in Beijing in 2008,  but has not  generated any revenue
to date.  The Company's  financial  statements as of September 30, 2009, and for
the period from  September 24, 2008,  the date at which the Company  gained 100%
ownership  of Da Chuan  and Shi Dai,  through  September  30 2009,  include  the
accounts of Da Chuan and Shi Dai.  Intercompany  balances and transactions  have
been eliminated in consolidation.

   The  Company's  foreign  subsidiaries  (Da Chuan and Shi Dai) are  located in
China, and foreign  transactions are conducted in currencies other than the U.S.
dollar,  primarily the Chinese  Renmimbi  (RMB).  Da Chuan and Shi Dai financial
statements are maintained in the functional  currency.  For financial  reporting
purposes, the financial statements of the subsidiaries have been translated into
United States (U.S.)  dollars.  Assets and  liabilities are translated into U.S.
dollars at period-end exchange rates.

   Income and expense items are translated at weighted-average rates of exchange
prevailing  during the period, and equity is translated  at  historical exchange
rates.  Any resulting  translation  adjustments are charged or credited to other
comprehensive  income in  shareholders'  deficit.  Gains and  losses on  foreign
currency transactions are included in other income and expense.

   The Company is exposed to movements in foreign  currency  exchange  rates. In
addition,  the Company is subject to risks including adverse developments in the
foreign  political and economic  environment,  trade barriers,  managing foreign
operations and potentially  adverse tax consequences.  There can be no assurance

                                       7
<PAGE>

that  any of these  factors  will not have a  material  negative  impact  on the
Company's financial condition or results of operations in the future.

         In the  opinion of the  management  of the  Company,  the  accompanying
unaudited financial statements include all material  adjustments,  including all
normal and recurring  adjustments,  considered  necessary to present  fairly the
financial  position  and  operating  results  of the  Company  for  the  periods
presented. The financial statements and notes are presented as permitted by Form
10-Q, and do not contain certain  information  included in the Company's  Annual
Report on Form 10-K for the year ended December 31, 2008. Amounts as of December
31, 2008 are derived from the audited consolidated  financial statements.  It is
the Company's  opinion that when the interim  financial  statements  are read in
conjunction  with  the  December  31,  2008  Annual  Report  on Form  10-K,  the
disclosures  are  adequate to make the  information  presented  not  misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.

   Going concern and management's plans:

   The accompanying  financial  statements have been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the  settlement  of
liabilities  and  commitments  in the normal  course of  business.  The  Company
reported  a net  loss of  approximately  $2,134,000  for the nine  months  ended
September 30, 2009 ($546,000 for the three months ended September 30, 2009), and
a  working  capital  deficiency  and  shareholders'   deficit  of  approximately
$2,660,000, and $2,604,000, respectively, at September 30, 2009. The Company has
a limited operating history and no revenue  producing  operations.  In addition,
the  Company  does not  have a  revolving  loan  agreement  with  any  financial
institution,  nor can the Company provide any assurance it will be able to enter
into any such  agreement  in the  future,  or be able to raise  funds  through a
future issuance of debt or equity.  These factors raise  substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not include any adjustments relating to the recoverability and classification
of assets  or the  amounts  and  classification  of  liabilities  that  might be
necessary should the Company be unable to continue as a going concern.

   The  Company's  continuance  as a going  concern is  dependent  on its future
profitability and on the on-going support of its shareholders and creditors.  In
order to mitigate the going concern  issues,  the Company is continuing to raise
capital  through its bridge loan  financing,  which consists of 10%  convertible
notes maturing on December 31, 2009 (Note 5). The Company  raised  approximately
$1,430,000 through December 31, 2008,  approximately  $1,321,000 during the nine
months  ended  September  30,  2009,  and  has  raised  an  additional  $175,000
subsequent to September 30, 2009.

   Additional  financing may not be available in amounts or on terms  acceptable
to the Company or at all. As a  consequence,  if the Company is unable to obtain
any additional financing in the near term, the Company will be required to delay
its business  plan  implementation,  and/or the Company may be required to cease
operations in order to offset the lack of available funding,  which would have a
material adverse impact on the Company.

2.  Summary of significant accounting policies:

   Use of estimates in the preparation of financial statements:

   The  preparation  of  financial  statements  in  conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.

                                       8
<PAGE>

   Reclassifications and immaterial correction:

     Certain amounts reported in the prior period financial statements have been
reclassified to conform with the 2009 presentation.

      These interim consolidated financial statements also reflect an immaterial
correction to revenue,  previously  reported in the statements of operations for
the periods  ended  September 30, 2008.  Revenue of $15,195 had been  recognized
during the quarter  ended  September  30, 2008,  but was  subsequently  credited
(reduced  to $0) in the fourth  quarter of 2008,  resulting  in an  increase  in
previously  reported net loss of $15,195 in each of the periods ended  September
30,  2008.  There was no change to basic and  diluted net loss per share for the
2008 periods.

   Impairment of long-lived assets:

   Management  assesses the carrying values of long-lived  assets for impairment
when circumstances indicate that such amounts may not be recoverable from future
operations. Generally, assets to be held and used are considered impaired if the
sum of expected  undiscounted future cash flows is less than the carrying amount
of the asset.  Management  does not believe any  impairment  has  occurred as of
September 30, 2009. The accounting estimates for the Company's long-lived assets
require   management  to  make   significant   assumptions   about  fair  value.
Management's  assumptions  regarding  fair value require  significant  judgments
about economic factors, industry factors and technology considerations,  as well
as about the Company's business prospects. Changes in these judgments may have a
significant  effect on the  estimated  fair values of the  Company's  long-lived
assets  and could  result in an  impairment  charge  that  could have a material
adverse effect on the Company's results of operations.

   Convertible securities:

     The Company,  where applicable,  records a beneficial conversion feature on
convertible  securities which is amortized as an additional discount on debt and
is recorded as an expense.

   Fair value of measurements:

   Accounting  standards  define  fair value as the price that would be received
from selling an asset or paid to transfer a liability in an orderly  transaction
between market  participants at the measurement  date. When determining the fair
value  measurements  for assets and  liabilities  required  or  permitted  to be
recorded at fair value, the Company considers the principal or most advantageous
market in which the Company  would  transact,  and  considers  assumptions  that
market  participants  would use when  pricing  the asset or  liability,  such as
inherent risk, transfer restrictions, and risk of non performance.

Accounting  standards have  established a fair value  hierarchy that requires an
entity  to  maximize  the  use of  observable  inputs  and  minimize  the use of
unobservable  inputs  when  measuring  fair  value.  A  financial   instrument's
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value  measurement.  Accounting  standards
have established three levels of inputs that may be used to measure fair value:

         Level 1 - Quoted  prices  in active  markets  for  identical  assets or
         liabilities.

         Level 2 -  Observable  inputs  other than Level 1 prices such as quoted
         prices for similar assets or liabilities, quoted prices in markets with
         insufficient  volume or infrequent  transactions (less active markets),
         or  model-derived  valuations  in  which  all  significant  inputs  are
         observable  or can be  derived  principally  from  or  corroborated  by
         observable market data for substantially the full term of the assets or
         liabilities.

         Level 3 - Prices or valuation  techniques  that require inputs that are
         both  significant  to  the  fair  value  measurement  and  unobservable
         (supported by little or no market activity).

At  September  30,  2009,  the Company has no  financial  assets or  liabilities
subject to recurring fair value measurements.

                                       9
<PAGE>

The  Company's  financial   instruments  include  cash,  accounts  payable,  and
convertible  notes payable.  Management  estimates that the carrying  amounts of
these  financial  instruments   approximate  their  fair  values  due  to  their
short-term  nature.

   Revenue recognition:

   As of September 30, 2009, the Company has no revenue-producing operations. At
such time  revenue  generating  operations  begin,  the Company  will  recognize
revenue  pursuant  to  Securities  and  Exchange  Commission,  Staff  Accounting
Bulletin  ("SAB") No. 101,  Revenue  Recognition  in  Financial  Statements,  as
amended by SAB No. 104, Revenue Recognition. Consistent with the requirements of
these SABs, revenue will be recognized only when:

         a) persuasive evidence of arrangement exists,
         b) delivery has occurred,
         c) the seller's price to the buyer is fixed, and
         d) collectability is reasonably assured.

   Loss per share:

   Basic  loss per  share of  common  stock is  computed  based on the  weighted
average number of common shares outstanding during the period. Stock options and
common shares  issuable upon the  conversion of debt  securities  (13,497,929 at
September 30, 2009 and  8,323,600 at September  30, 2008) are not  considered in
the calculation,  as the effect would be antidilutive.  Therefore,  diluted loss
per share is equivalent to basic loss per share.

   Recently Issued and Adopted Accounting Pronouncements:

In June 2009, the Financial  Accounting  Standards  Board ("FASB")  approved the
FASB Accounting Standards Codification (the "Codification") as the single source
of  authoritative  non-governmental  generally  accepted  accounting  principles
(GAAP).  All existing  accounting  standard  documents,  such as FASB,  American
Institute of Certified Public Accountants,  Emerging Issues Task Force and other
related  literature,   excluding  guidance  from  the  Securities  and  Exchange
Commission  ("SEC"),  have  been  superseded  by  the  Codification.  All  other
non-grandfathered,   non-SEC   accounting   literature   not   included  in  the
Codification has become nonauthoritative.  The Codification did not change GAAP,
but instead introduced a new structure that combines all authoritative standards
into a comprehensive,  topically organized online database.  The Codification is
effective for interim or annual  periods  ending after  September 15, 2009,  and
impacts  the  Company's  financial  statements,  as  all  future  references  to
authoritative  accounting  literature  will be referenced in accordance with the
Codification.  As a result of the Company's  implementation  of the Codification
during  the  quarter  ended  September  30,  2009,  previous  references  to new
accounting standards and literature are no longer applicable.

On January 1, 2009, the Company  adopted new guidance issued by the FASB related
to the accounting for business  combinations and related  disclosures.  This new
guidance  addresses the  recognition  and  accounting  for  identifiable  assets
acquired,   liabilities  assumed,  and  noncontrolling   interests  in  business
combinations. The guidance also establishes expanded disclosure requirements for
business combinations.  The guidance was effective for the Company on January 1,
2009, and the Company will apply this new guidance prospectively to all business
combinations subsequent to January 1, 2009.

On January 1, 2009, the Company  adopted new guidance issued by the FASB related
to  the  accounting  for  noncontrolling  interests  in  consolidated  financial
statements. This guidance establishes accounting and reporting standards for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary. This guidance requires that noncontrolling interests in subsidiaries

                                       10
<PAGE>

be reported in the equity section of the controlling company's balance sheet. It
also  changes the manner in which the net income of the  subsidiary  is reported
and disclosed in the controlling  company's  income  statement.  The adoption of
this guidance had no impact on the Company's financial statements.

In April  2009,  the FASB  issued  new  accounting  guidance  related to interim
disclosures  about  the fair  values of  financial  instruments.  This  guidance
requires  disclosures about the fair value of financial  instruments  whenever a
public company issues financial  information for interim reporting periods. This
guidance is effective for interim  reporting periods ending after June 15, 2009.
The Company  adopted this  guidance  upon its  issuance,  and it had no material
impact on the Company's financial statements.

In June 2009, the FASB issued new accounting  guidance related to the accounting
and disclosures of subsequent events. This guidance  incorporates the subsequent
events   guidance   contained  in  the  auditing   standards   literature   into
authoritative  accounting literature.  It also requires entities to disclose the
date through which they have  evaluated  subsequent  events and whether the date
corresponds  with the release of their  financial  statements.  This guidance is
effective  for all interim and annual  periods  ending after June 15, 2009.  The
Company adopted this guidance upon its issuance and it had no material impact on
the Company's financial statements.

3.  Property and equipment:

   As of  September  30, 2009 and December  31,  2008,  property  and  equipment
consists of the following:

                                         September 30, 2009  December 31, 2008
                                         ------------------  -----------------

    Fiber optic cable                             $507,846         $506,616
    Network equipment                               44,736           30,716
                                                -----------      -----------
                                                   552,582          537,332
    Less accumulated depreciation                  (26,875)          (6,323)
                                                -----------      -----------
                                                  $525,707         $531,009
                                                ===========      ===========


4.  Intangible and other assets:

     As of September 30, 2009 and December 31, 2008, intangible and other assets
consist of the following:

                                 September 30, 2009     December 31, 2008
                                 ------------------     -----------------
     Contractual license rights       $326,056              $ 326,056
     Less accumulated amortization     (16,303)                     -
                                      ---------             ---------
                                       309,753               326,056
     Deposits and other assets          11,447                38,139
                                     ----------             ---------
                                      $321,200             $ 364,195
                                     =========              =========

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

                                       11
<PAGE>

   The contractual  license rights represent the right to revenue generated from
customers  who contract to utilize  frequency  licenses held by Gao Da (Note 8).
The Company  amortizes this intangible  asset over the  twenty-year  term of the
agreement (amortization was not considered material in 2008).

   The Company  evaluates this  intangible  asset for impairment  annually,  and
between annual  evaluations if events or changes in circumstances  indicate that
the carrying  amount of the asset may not be fully  recoverable.  In cases where
required,  an  impairment  provision  is  recognized  in an  amount by which the
carrying value exceeds the estimated fair value of the asset.

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

5.  Convertible notes payable:

   In 2007, the Company issued  $914,000 of 12%  convertible  notes payable;  an
additional  $90,300 of 12% convertible  notes was issued in January 2008.  These
notes are unsecured,  and their  maturity date was December 31, 2008.  Principal
and interest are  convertible  at any time into shares of the  Company's  common
stock at $0.25 per share, at the option of the note holders.  During 2008, notes
for $84,000 and related accrued  interest of $13,753 were converted into 391,002
shares of common stock.  During the nine months ended September 30, 2009,  notes
of  $337,900  and  related  accrued  interest  of $65,211  were  converted  into
1,612,443  shares of common stock.  As of September 30, 2009, all remaining note
holders had extended the maturity date to December 31, 2009.

   In 2008, the Company issued $1,429,800 of 10% convertible  notes payable.  As
of September  30, 2009,  the Company had issued  $2,751,390  of 10%  convertible
notes  payable, of which $1,913,267  mature  within one year from  September 30,
2009,  and $778,045  mature at December  31, 2010.  During the nine months ended
September 30, 2009, $1,321,590 of the notes were issued.  Additionally,  $60,000
of these notes and related interest of $8,279 were converted into 136,559 shares
of common stock.  These notes bear interest at 10% per annum and are  unsecured.
Principal and interest are  convertible at any time into shares of the Company's
common stock at $0.50 per share, at the option of the note holders.

6.  Income taxes:

   Based on  statutory  rates,  the  Company's  expected  income tax benefit was
approximately $747,000 and $391,000 for the nine months ended September 30, 2009
and 2008, respectively.  The expected income tax benefit differs from the actual
benefit of $0 each period, due primarily to the valuation allowance.

                                       12
<PAGE>

   The Company's  subsidiaries  operate in the PRC and are therefore  subject to
the PRC tax laws and  regulations.  The Peoples  Republic of China (PRC) federal
statutory  income tax rate is 25%. As the Company is unable to determine that it
is more  likely  than not that  future  taxable  income of the  Company  will be
sufficient  to utilize the U.S.  and PRC net  operating  loss  carryforwards,  a
valuation allowance has been established against this asset.

7.  Shareholders' deficit:

   Stock option plan:

   Effective  January 1, 2008, the Company  established a Stock Option Award and
Compensation  Plan (the "Plan") covering up to 4,000,000 shares of the Company's
common stock.  As part of the  shareholders'  approval of the Plan, the Plan was
renamed  the 2009  Stock  Award and  Compensation  Plan (the "2009  Plan").  Any
employee, consultant or Director of the Company, any parent or any subsidiary is
eligible to participate.  On May 15, 2009, the Board of Directors  increased the
number of  authorized  shares to 5,000,000.  The exercise  prices of the options
granted are determined by the Plan committee, whose members are appointed by the
Board of Directors,  and the exercise  prices are generally to be established at
the  estimated  fair value of the  Company's  common stock at the date of grant.
Options  granted to date have terms that do not exceed  five  years.  There were
1,700,000  vested options as of September 30, 2009. The  compensation  committee
may award incentive stock options and nonqualified  stock options under the 2009
Plan.  Only  employees may receive  incentive  stock options.  The  compensation
committee  also  determines  the  exercise  price of each option.  However,  the
exercise  price of an  incentive  stock  option may not be less than 100% of the
fair market value of the  underlying  shares on the date of grant.  The exercise
price  of any  option  may not be less  than  the par  value  of the  underlying
share(s).  In October  2009,  the  Company  filed an  Information  Statement  on
Schedule 14C,  which  included a proposal for the approval of the 2009 Plan by a
majority of the Company's  shareholders (approved by a majority of the Company's
shareholders on October 28, 2009).  The 2009 Plan is to be effective on November
23, 2009.

   The compensation  committee  determines the term of each option,  but no term
may  exceed 10 years from the date of grant.  The  compensation  committee  also
determines at what time or times each option may be exercised and any conditions
that  must  be met  before  an  option  may be  exercised.  Options  may be made
exercisable  in  installments,   and  the   exercisability  of  options  may  be
accelerated  by the  compensation  committee.  As of  September  30,  2009,  the
Company's Board of Directors was serving as the compensation committee.

   In the nine month  periods ended  September  30,  2009 and 2008,  the Company
recorded total stock-based compensation of $192,265 and $87,575 for options that
vested  during the  periods,  which is included  in general  and  administrative
expense.  As of September  30, 2009,  the Company has 3,150,000  unvested  stock
option. Of those unvested stock options, 2,450,000 have vesting terms contingent
upon future  events.  As of September 30, 2009,  the estimated fair value of the
remaining  700,000 unvested stock options was approximately  $116,600,  which is
expected to be recognized over a weighted  average period of  approximately  two
years.

   The Company uses the  Black-Scholes  option  pricing  model to determine  the
weighted  average  grant date fair value of options.  The weighted  average fair
value of options  granted during 2008 was $0.13 per share.  There were 3,175,000
options  granted in the period  ended  September  30,  2009 that have a weighted
average  fair value of $0.37 per share.  625,000 of the  options  granted in the
period  ended  September  30,  2009 had vested as of  September  30,  2009.  The
assumptions  utilized to determine the fair value of options  granted during the
periods ended through  September 30, 2009 and 2008 are provided in the following
table:


                                       13
<PAGE>



                                               2009                     2008
                                         -----------------        --------------
         Risk free interest rates          1.34% - 2.75%           1.61% - 2.89%
        Expected volatility                 135% - 145%              80% - 89%
        Expected term in years                2  - 3                  2  -  3
        Expected dividend yield                 -                        -

     The  following  table sets forth the activity in the  Company's  Plan since
January 1, 2009:

<TABLE>
<CAPTION>
                                                        Weighted
                                                        Average
                                      Number of         Exercise                      Average
                                       Options           Price        Exercisable    Fair Value
                                   --------------- --------------- ---------------- ------------
<S>                                    <C>              <C>        <C>            <C>

    Outstanding, January 1, 2009       2,200,000        $0.25            637,500       $0.13
    Granted/vested during period       3,175,000        $0.37          1,062,500       $0.18
    Forfeited                           (525,000)       $0.25                  -       $0.13
                                   -------------- --------------- ---------------- ------------
    Outstanding, September 30, 2009    4,850,000        $0.35          1,700,000       $0.16
                                   =============== =============== ================ ============
</TABLE>

     The  intrinsic  value of  options  granted  during  the nine  months  ended
September 30, 2009 was approximately $451,250.

   Common stock issued for services:

   During the nine month period ended  September  30, 2009,  the Company  issued
1,860,000  shares of common stock to various  parties as employment  bonuses and
payments for services  performed for the Company,  valued at $465,000($0.25  per
share).  During the nine month period  ended  September  30,  2008,  the Company
issued  634,000  shares of common stock to various  third  parties who performed
services  for the  Company.  These  shares were  valued at  $158,500  ($0.25 per
share).

8.  Commitments:

   Contract with Gao Da:

   In  September  2008,  the Company,  through Da Chuan,  entered into a 20-year
contract  with Gao Da, in which the  Company is  entitled  to  utilize  Gao Da's
licenses and contracts that relate to the Company's  deployment of optical fiber
and wireless assets for the Company's benefit,  as defined. As consideration for
the  service  agreement,  the  Company  is to pay or  reimburse  Gao Da for  any
licensing fees for base stations or license renewal expenses, and the Company is
to pay a quarterly  fee to Gao Da equal to one percent of net revenue  generated
from  the use of Gao Da's  contracts  and  licenses  in the  Company's  business
operations,  as defined.  No fees were incurred through September 30, 2009 under
the contract.

   Employment Agreement

   In April 2009, the Company entered into a one-year employment  agreement with
an individual to serve as Chief Financial Officer of the Company.  The full time
base salary is established at approximately  $6,500 per month,  beginning May 1,
2009. The Agreement also provides a signing bonus of 50,000 options, included in
the table above, to purchase common shares at $.25 per share over three years.

                                       14
<PAGE>

   On April 16, 2009, the Company  entered into a separation  agreement with the
former  President and Chief Financial  Officer.  The agreement  provided for the
payment of previously  deferred and other compensation of approximately  $98,000
over the next ten  months  and  vesting of  200,000  previously  unvested  stock
options.

Consulting Agreements:

In June 2009, the Company entered into a one-year consulting  agreement with two
third  parties,  in which  these  parties  agreed to provide  the  Company  with
investor relations' services and access to financing sources.  The Company is to
pay a fee of 5% of the amount of any financing  transaction  which they bring to
the  Company,  up to a maximum of $5 million.  The Company  also issued to these
parties,  three-year options to purchase up to 1,000,000 shares of the Company's
common stock at $0.50 per share,  of which  options to purchase  450,000  shares
were fully-vested and  non-forfeitable  at the date of grant. These options were
valued (using the Black Scholes option pricing model) at approximately  $97,000,
which has been recorded as general and  administrative  expense and are included
in the table above. The remaining  options to purchase up to 550,000 shares vest
upon completion of specific performance objectives.

In June 2009, the Company entered into a one-year  agreement with a third party,
in which  this  party  agreed  to  provide  investor  communications  consulting
services.  The Company is to reimburse this consultant for any expenses incurred
in  connection  with  services  provided  and  also  granted  fully-vested,  non
forfeitable  options to purchase up to 100,000  shares of the  Company's  common
stock at $0.50 per share. The term of the options are five years and were valued
(using the Black Scholes option pricing model) at approximately  $22,000,  which
has been recorded as  general and administrative expense and are included in the
table above.

On July 1, 2009,  the Company  entered  into a one-year  agreement  with a third
party, in which this party agreed to provide IT (Information Technology) related
assistance to the Company.  The Company is to reimburse this  consultant for out
of pocket expenses and up to $800 per day in fees. The Company also granted this
consultant fully-vested, nonforfeitable options to purchase 25,000 shares of the
Company's  common  stock at $0.50 per share.  The term of the  options  are five
years  and were  valued  (using  the  Black  Scholes  option  pricing  model) at
approximately  $5,000,  which has been  recorded as general  and  administrative
expense and are included in the table above.

For options issued under the agreements  described  above, the variables used in
the Black Scholes option pricing models were as follows:

                  Risk free interest rate   1.34 %- 2.75%
                  Term                      3 and 5 years
                  Volatility                135% - 145%
                  Dividend yield            0%


9.  Subsequent events:


The Company  evaluated events through  November 13, 2009 for  consideration as a
subsequent  event to be included in its September 30, 2009 financial  statements
issued November 13, 2009.

                                       15

<PAGE>

On October 1, 2009,  the Company  entered into a one year  employment  agreement
with an  individual  to serve as Chief  Engineer,  China  for the  Company.  The
full-time  base  salary  is  established  at  approximately  $5,000  per  month,
beginning October 1, 2009. The Agreement also provides a signing bonus of 50,000
options to  purchase  common  shares at $.65 per share and an option to purchase
50,000  shares on the  anniversary  of the  effective  date of the agreement for
three years (covering 150,000 shares in total).

The shareholders, on October 28, 2009, approved the Amendment of the Articles of
Incorporation to increase the authorized  capital from 50,000,000 to 100,000,000
common  shares.  The  shareholders  also approved the Adoption of the 2009 China
Wi-Max Stock Option Award and Compensation  plan for 5,000,000 shares on October
28, 2009.

































                                       16
<PAGE>

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

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial statements and notes thereto included herein. In connection therewith,
and because we desire to take advantage of, the "safe harbor"  provisions of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future operations, strategies, financial results or other developments.

Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

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

GENERAL

China  Wi-Max plans to be a  telecommunications  broadband  provider  focused on
providing commercial customers with high bandwidth connections through first and
second tier markets in China through subsidiary companies.  Through these wholly
and  partially  owned  subsidiaries,  China  Wi-Max  intends to build,  own, and
operate metropolitan area Internet Protocol (IP) based broadband networks, using
both owned optical fiber and licensed Wi-Max capable wireless spectrum.

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

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

During the nine months ended September 30, 2009, the Company continued to put in
place the structure and resources necessary to provide the services contemplated
in its  business  plan.  The Company put into place the  corporate  structure of
subsidiaries,  licenses and contract relationships necessary to provide services

                                       17
<PAGE>

in China. The filings with the Financial Industry  Regulatory  Authority (FINRA)
were  successfully  completed  and  the  Company  began  trading  on the  NASDAQ
Over-The-Counter  Bulletin Board on September 4, 2009,  under the trading symbol
"CHWM."

The  Company  plans  to  begin  delivering  revenue  generating  services  on  a
commercial  basis in Beijing in the next twelve  months.  Our  subsidiaries  are
currently  recruiting  sales and  engineering  staff to support  these  efforts.
Adding  customers  will  require  additional  capital to  acquire  access to new
buildings,  purchase and install  equipment,  etc. The Company is also  pursuing
opportunities  to utilize  its access to wireless  spectrum  licenses to provide
last mile bridging services for potential customers.

China Wi-Max closed a private offering of unsecured  convertible  notes in early
January 2008 and raised  $1,000,000.  The Notes bear  interest at 12% per annum,
convertible  at the note holder's  option into Common Stock of China Wi-Max at a
conversion  price of $.25 per share,  and notes not converted to stock have been
extended to December  31,  2009.  The  Company  continues a private  offering of
unsecured convertible Notes that bear interest at 10% per annum,  convertible at
the note holder's option into Common Stock of China Wi-Max at a conversion price
of $.50 per share and have due dates  varying  from  December  31, 2009  through
December 31, 2010.  During the nine months ended  September  30, 2009, we raised
$1,321,590.

In the continuance of our business  operations,  we do not intend to purchase or
sell any  significant  assets and we do not expect a  significant  change in the
number of employees,  until additional  capital is raised. As of May 1, 2009, we
had  retained  a new  President  and new Chief  Financial  Officer.  The  former
President  and Chief  Financial  Officer  left the  Company  for other  business
opportunities and will continue to assist the Company.

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

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended  September 30, 2009 Compared to
the Three Months Ended September 30, 2008

During the three months ended September 30, 2009 and 2008,  China Wi-Max did not
recognize any revenues.

During the three months ended September 30, 2009,  China Wi-Max incurred general
and  administrative  expenses  of $467,000  compared  to $309,000  for the three
months  ended  September  30,  2008.  The  $158,000  increase was a result of an
increase in the Company's  operational  activities compared to the prior period.
As a result  of the staff  increases,  there was an  increase  of  approximately
$21,000 in salary and wages,  expenses  for  operations  in China  increased  by
$3,000,  consulting and professional fees increased by $85,000,  insurance costs
increased by $4,000,  travel and other items increased by $13,000 over the prior
period ended September 30, 2008.

                                       18
<PAGE>

During the three months ended September 30, 2009, China Wi-Max  recognized a net
loss of  $546,000  compared to a net loss of  $358,000  during the three  months
ended  September  30, 2008.  The $188,000  increase in net loss was  primarily a
result  of  the  $158,000  increase  in  general  and  administrative  expenses,
discussed  above  combined  with the $30,000  increase in interest  expense as a
result of the issuance of convertible promissory notes discussed below.

China  Wi-Max's  basic loss per share was $0.04  during the three  months  ended
September  30, 2009 versus a net loss of $0.03 per share during the three months
ended September 30, 2008.

Results of Operations  for the Nine Months Ended  September 30, 2009 Compared to
the Nine Months Ended September 30, 2008

During the nine months ended  September 30, 2009 and 2008,  China Wi-Max did not
recognize any revenues.

During the nine months ended September 30, 2009,  China Wi-Max incurred  general
and  administrative  expenses of $1,921,000  compared to $1,038,000 for the nine
months  ended  September  30,  2008.  The  $883,000  increase was a result of an
increase in the Company's  operational  activities compared to the prior period.
During the nine months  ended  September  30,  2009,  the Company  continued  to
increase its staff and outside  consultants,  as it began  implementation of its
business  plan.  As a result of the staff  increases,  there was an  increase of
approximately  $391,000 in salary and wages,  expenses for  operations  in China
increased by $51,000,  consulting and  professional  fees increased by $287,000,
insurance  costs increased by $18,000,  amortization  costs increased by $12,000
and travel and other items  increased  by $20,000  over the prior  period  ended
September 30, 2008.

During the nine months ended September 30, 2009,  China Wi-Max  recognized a net
loss of $2,134,000  compared to a net loss of $1,167,000  during the nine months
ended  September  30, 2008.  The $967,000  increase in net loss was  primarily a
result  of  the  $883,000  increase  in  general  and  administrative  expenses,
discussed  above, combined  with the $84,000  increase in interest  expense as a
result of the issuance of convertible promissory notes discussed below.

China  Wi-Max's  basic  loss per share was $0.17  during the nine  months  ended
September  30, 2009 versus a net loss of $0.11 per share  during the nine months
ended September 30, 2008.


LIQUIDITY

Historically, cash flow from operations has not been sufficient to sustain China
Wi-Max's  operations  without  additional  sources of capital.  At September 30,
2009,  the Company had total current  assets of $425,000,  consisting of cash of
$371,000 and prepaid expenses of $54,000. At September 30, 2009, the Company had
total current liabilities of $3,085,000.  Total current liabilities consisted of
accounts payable of $267,000, accrued interest of $322,000 and convertible notes
payable of $2,496,000.  At September 30, 2009, the Company had a working capital
deficit of $2,660,000.

During the nine months ended September 30, 2009, China Wi-Max used $1,084,000 in
its operating  activities.  The net loss of $2,134,000 was adjusted for $465,000
of  services  paid for by the  issuance  of common  stock,  $73,000  in  accrued
interest converted into common stock,  $192,000 in non-cash stock option expense
and $36,000 in depreciation  and amortization  expenses.  During the nine months
ended September 30, 2009, there was a $30,000,  increase in prepaid expenses,  a
$147,000 increase in accounts  payable,  a $140,000 increase in accrued interest
and a $27,000 decrease in other assets.

During the nine months ended  September 30, 2008,  China Wi-Max used $850,000 in
its operating  activities.  A net loss of $1,167,00 was adjusted for $158,000 of
services  paid for by the issuance of common  stock,  $88,000 in non-cash  stock

                                       19
<PAGE>

option expense and $2,000 in amortization expense.  During the nine months ended
September 30, 2008, there was a $10,000 increase in  prepaid expenses, a $43,000
decrease in accounts payable and a $128,000 increase in accrued interest.

During the  nine months ended September 30, 2009,  China Wi-Max used $14,000  in
its investing activities,  primarily for the purchase of property and equipment.
During the nine months ended  September 30, 2008,  China Wi-Max used $357,000 in
its  investing  activities  for access to wireless  licenses  and optical  fiber
payments in China.

During  the  nine  months  ended  September  30,  2009,  China  Wi-Max  received
$1,322,000 from its financing activities. During the nine months ended September
30, 2008, China Wi-Max received $1,146,000 from its financing activities.

In June 2007, the Board of Directors  authorized the sale of up to $1 million of
unsecured convertible  promissory notes.  Principal and interest are convertible
at any time into shares of China  Wi-Max's  common stock at $0.25 per share,  at
the option of the note holders.  As of January 2008, the Company  oversubscribed
the offering and issued  $1,004,300 of notes  payable,  which mature on December
31, 2008 and bear interest at 12% per annum.  Notes not yet converted  have been
extended to December 31, 2009. In April 2008, the Board of Directors  authorized
the sale of an additional $1 million of unsecured convertible  promissory notes,
bearing  interest at 10% per annum,  and are  unsecured.  The Board of Directors
subsequently  increased  the offering to $2 million.  Principal and interest are
convertible at any time into shares of China Wi-Max's  common stock at $0.50 per
share, at the option of the note holders. During the nine months ended September
30, 2009, China Wi-Max issued an additional  $1,322,000 in unsecured convertible
promissory  notes,  which  mature on varying  dates in December 31, 2009 through
December 31, 2010, bearing interest at 10% per annum. Principal and interest are
convertible at any time into shares of China Wi-Max's  common stock at $0.50 per
share,  at the option of the note holders.  China Wi-Max has not paid nor is any
principal or interest  currently  due on these notes.  As of September 30, 2009,
there is  $2,608,000  in  outstanding  convertible  notes  payable  and  accrued
interest of  $263,000.  Approximately  $2,150,000  of notes and related  accrued
interest  is  due at  December  31,  2009.  The  Company  will  encourage  these
noteholders to convert their  convertible  notes and accrued  interest to common
stock. China Wi-Max is not in default with regard to these notes.

During the nine months ended September 30, 2009,  China Wi-Max issued  1,860,000
shares of its common stock to  individuals  as  employment  signing  bonuses and
payments for services performed for China Wi-Max, valued at $465,000. During the
nine months ended September 30, 2008,  China Wi-Max issued 634,000 shares of its
common  stock to  individuals  as  employment  signing  bonuses and payments for
services performed for China Wi-Max, valued at $158,000.

During the nine months  ended  September  30, 2009,  China  Wi-Max  issued stock
options  exercisable  for 3,175,000  shares of its common  stock,  with exercise
prices  ranging  from $0.25 to $0.50  per share and a term of 3 to 5 years.  The
options have variable vesting rates.  During the nine months ended September 30,
2009, options  exercisable for 1,063,000 shares were vested.  These options were
valued using the  Black-Scholes  model, and the Company has recorded $192,000 of
stock based  compensation  expense  during the nine months ended  September  30,
2009.

During the nine months  ended  September  30, 2008,  China  Wi-Max  issued stock
options  exercisable for 2,600,000 shares of its common stock,  with an exercise
price of $0.25 to $0.5 per share and a term of 3 to 5 years.  The  options  have
variable vesting rates. During the nine months ended September 30, 2008, options
exercisable for 581,250 shares were vested.  These options were valued using the
Black-Scholes  model,  and the  Company  has  recorded  $87,575  of stock  based
compensation expense during the nine months ended September 30, 2008.

To the extent China  Wi-Max's  operations are not sufficient to fund its capital
requirements,  China  Wi-Max  may enter into a  revolving  loan  agreement  with
financial  institutions  or  attempt  to  raise  capital  through  the  sale  of

                                       20
<PAGE>

additional  capital  stock or through the issuance of debt.  At the present time
China  Wi-Max  does not  have a  revolving  loan  agreement  with any  financial
institution  nor can it provide any assurance that it will be able to enter into
any such  agreement in the future or be able to raise funds  through the further
issuance of debt or equity.

In the event that our  operating  plan  changes due to changes in our  strategic
plans,  lower  than  expected  revenues,   unanticipated   expenses,   increased
competition,  unfavorable economic conditions or other unforeseen circumstances,
including  the  continued  turmoil and  tightening  of the credit  markets,  and
further  weakening of consumer  confidence  and  spending,  our liquidity may be
negatively impacted.  If so, we could be required to adjust our expenditures for
the  remainder  of 2009  and for  2010 to  conserve  working  capital  or  raise
additional  capital,  possibly  including  debt  or  equity  financing,  to fund
operations and our growth strategy.

Need for Additional Financing

China  Wi-Max's  business  plan  requires  funding to  develop  and expand a new
capital intensive  business.  China Wi-Max has been addressing funding needs for
the next twelve months  estimated at $10 to $15 million dollars to carry out the
business plan. To continue to expand and grow the business  beyond twelve months
will require  significant  additional  capital,  and China Wi-Max  expects to be
continually raising funds for at least the next twenty-four months to thirty-six
months.  Although  management  believes  there is tremendous  upside  potential,
failure to raise sufficient  additional  capital could result in reduced growth,
or in the worst case,  failure of the business.  These ongoing capital needs are
reflected in the Company's independent registered public accounting firm's going
concern  emphasis  paragraph,  included  in the audit  report for the year ended
December 31, 2008.

No commitments to provide  additional  funds have been made by our management or
other shareholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer and Chief Financial Officer (Principal Financial Officer),  as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  we carried  out an  evaluation  under the
supervision and with the  participation  of our management,  including the Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and  operation  of our  disclosure  controls and  procedures  pursuant to
Exchange  Act Rule  15d-14 as of the end of the period  covered by this  report.
Based on the  foregoing  evaluation,  our  Chief  Executive  Officer  and  Chief
Financial Officer have concluded that our disclosure controls and procedures are
not  effective in timely  alerting them to material  information  required to be
included in our periodic SEC filings and to ensure that information  required to
be disclosed in

                                       21
<PAGE>

our periodic SEC filings is  accumulated  and  communicated  to our  management,
including our Chief Executive  Officer/Chief  Financial Officer, to allow timely
decisions regarding required disclosure.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

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

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        NONE

ITEM 1A.  RISK FACTORS

        NOT APPLICABLE TO SMALLER REPORTING COMPANIES.

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

The Company made the following unregistered sales of its securities from July 1,
2009 through September 30, 2009.

<TABLE>
<CAPTION>

                     TITLE OF
  DATE OF SALE      SECURITIES     NO. OF SHARES        CONSIDERATION      CLASS OF PURCHASER
----------------- -------------- ----------------- ----------------------- -------------------
<S>               <C>            <C>               <C>                     <C>

                                                    Conversion of $63,418  Business Associates
                                                       in Convertible
     9/30/09       Common stock       139,347         Promissory Notes
</TABLE>


Exemption From Registration Claimed

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


                                       22
<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

On September 30, 2009, the Company held its Annual  Meeting of the  Shareholders
at offices of the Company's  General  Counsel,  vonBriesen,  411 East  Wisconsin
Avenue, Suite 700, Milwaukee, Wisconsin 53202 at 10:00 a.m.  At such meeting the
shareholders of the Company approved the following:

     1.   Messers. Steven T. Berman, Dr. Allan Rabinoff,  George "Buck" Krieger,
          and Ms. Sharon Xiong were appointed as directors of the Company.

     2.   GHP Horwath, P.C. was approved as the Company's independent registered
          public accounting firm.

On October 28, 2009, the Company filed a Schedule 14C Information Statement with
the Securities and Exchange Commission.

The  holders  of a  majority  of the  outstanding  shares  of  Common  Stock the
"Majority Common Shareholders", which comprise ownership of 7,272,685 shares, or
50.53% of common  stock out of a total of  14,394,004  total  shares  issued and
outstanding  as of the record date of October 6, 2009)  approved the adoption of
the following  resolutions by written  consent in lieu of a meeting  pursuant to
the Nevada Revised Statutes, to be effective on or before November 23, 2009.

         1. To increase the Company's  authorized  shares to one hundred million
shares of common  stock and to  approve  the  Certificate  of  Amendment  of the
Articles of Incorporation to increase the authorized  capital from 50,000,000 to
100,000,000 common shares.

         2. Adoption of the  2009 China Wi-Max Communications, Inc. Stock Option
Award and Compensation Plan.


ITEM 5. OTHER INFORMATION

        None.


ITEM 6. EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 31.2  Certification of Chief Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification of Chief Executive  Officer pursuant to Section
     906 of the Sarbanes-Oxley Act

     Exhibit 32.2  Certification of Chief Financial  Officer pursuant to Section
     906 of the Sarbanes-Oxley Act
































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<PAGE>

                                   SIGNATURES


   Pursuant to the requirements of Section 12 of the Securities and Exchange Act
of 1934,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





                                  CHINA WI-MAX COMMUNICATIONS, INC.
                                             (Registrant)



Dated: November 13, 2009          By: /s/ Steven Berman
                                      -------------------------
                                      Steven Berman
                                      Chief Executive Officer


Dated: November 13, 2009          By: /s/ Frank Ventura
                                      -------------------------
                                      Frank Ventura,
                                      Chief Financial Officer













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