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 March 31, 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 May 13, 2009 there were 12,695,002 shares of the registrant's common stock
issued and outstanding.
























                                       2

<PAGE>


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION


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

     Balance Sheets -March 31, 2009 (Unaudited) and
         December 31, 2008                                                                F-1

     Statements of Operations (Unaudited) -
         Three months ended March 31, 2009 and 2008 and
         From July 5, 2006 (Inception) to March 31, 2009                                  F-2

     Statements of Changes in Shareholders' Deficit (Unaudited) - From July
          5, 2006 (Inception) to March 31, 2009                                           F-3

     Statements of Cash Flows  (Unaudited)  - Three  months ended March 31, 2009
            and 2008 and From July 5, 2006 (Inception) to March 31, 2009 F-4

     Notes to the Financial Statements (Unaudited)                                        F-5

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                        1

Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable       4

Item 4. Controls and Procedures                                                           4

Item 4T. Controls and Procedures                                                          5

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -Not Applicable                                                 5

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                       5

Item 3. Defaults Upon Senior Securities - Not Applicable                                  5

Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable              6

Item 5. Other Information - Not Applicable                                                6

Item 6. Exhibits                                                                          6

SIGNATURES                                                                                7
</TABLE>

                                       3

<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

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

                                         BALANCE SHEETS



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

Current assets:
   Cash                                                                       $           6,557          $         147,889
   Prepaid expenses                                                                      31,702                     61,980
                                                                              ------------------         ------------------

   Total current assets                                                                  38,259                    209,869
                                                                              ------------------         ------------------

Property and equipment, net                                                             588,271                    531,009
Intangible assets, net                                                                  317,905                    326,056
                                                                              ------------------         ------------------
                                                                                        906,176                    857,065
                                                                              ------------------         ------------------

                                                                              $         944,435          $       1,066,934
                                                                              ==================         ==================

            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                           $         216,356          $         119,830
   Accrued interest                                                                     258,482                    195,641
   Convertible notes payable                                                          2,445,100                  2,350,100
                                                                              ------------------         ------------------

   Total liabilities, all current                                                     2,919,938                  2,665,571
                                                                              ------------------         ------------------


Shareholders' deficit:
Common  stock;  $.001 par value;  50,000,000 shares  authorized;  11,820,002 and
        10,785,002 shares issued and outstanding as of
        March 31, 2009 and December 31, 2008, respectively                               11,820                     10,785
      Additional paid-in capital                                                        807,462                    534,048
      Accumulated other comprehensive income                                             26,385                     25,853
      Deficit accumulated during the development stage                               (2,821,170)                (2,169,323)
                                                                              ------------------         ------------------
     Total shareholders' deficit                                                     (1,975,503)                (1,598,637)
                                                                              ------------------         ------------------

                                                                              $         944,435          $       1,066,934
                                                                              ==================         ==================
</TABLE>


                           See notes to unaudited financial statement.
                                              F-1

<PAGE>

<TABLE>
<CAPTION>

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

                         STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                           (Unaudited)


                                                                                                                 Period from
                                                                                                                 July 5, 2006
                                                                                                                 (inception)
                                                                        Three Months Ended                         through
                                                                 March 31,                March 31,               March 31,
                                                                    2009                    2008                    2009
                                                            ---------------------   ---------------------------------------------
<S>                                                         <C>                     <C>                     <C>

Operating expenses:
    General and administrative expense                      $           (589,020)   $            (412,408)  $         (2,543,931)
                                                            ---------------------   ----------------------  ---------------------

Operating loss                                                          (589,020)                (412,408)            (2,543,931)
                                                            ---------------------   ----------------------  ---------------------

Other expense:
    Interest expense                                                     (62,827)                 (32,923)              (277,239)
                                                            ---------------------   ---------------------------------------------

Net loss                                                                (651,847)                (445,331)            (2,821,170)

Foreign currency translation gain                                            532                        -                 26,385
                                                            ---------------------   ---------------------------------------------

Comprehensive loss                                          $           (651,315)   $            (445,331)  $         (2,794,785)
                                                            =====================   ======================  =====================

Basic and diluted net loss per share                        $              (0.06)   $               (0.05)
                                                            =====================   ======================

Weighted average number of common
    shares outstanding                                                11,236,705                9,794,066
                                                            =====================   ======================
</TABLE>


                          See notes to unaudited financial statements.

                                              F-2

<PAGE>

<TABLE>
<CAPTION>

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

                           STATEMENTS OF SHAREHOLDERS' DEFICIT

              PERIODS FROM JULY 5, 2006 (INCEPTION) THROUGH MARCH 31, 2009
                                       (Unaudited)

                                                                                 Accumulated   Deficit
                                                                     Additional    other      accumulated     Total
                                                 Common stock         paid-in    comprehen-    during the   shareholders'
                                          --------------------------                sive     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)             3,825,000    $    3,825   $       -   $       -            -        3,825

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

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

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

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

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

Shares of common stock cancelled
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                 1,035,000           1,035    257,715           -            -      258,750

Fair value of options vesting during
the period                                        -               -     15,699           -            -       15,699

Net loss                                          -               -          -           -     (651,847)    (651,847)

Other comprehensive income
adjustments, gain on foreign currency
translation                                       -               -          -         532            -          532
                                          ----------     ----------- ----------  ----------  -----------   ---------
Balances, March 31, 2009                  11,820,002      $  11,820   $807,462    $ 26,385    (2,821,170) (1,975,503)
                                          ==========     =========== ==========  ==========  ===========   =========
</TABLE>

                      See notes to unaudited financial statements.

                                          F-3

<PAGE>

<TABLE>
<CAPTION>

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

                                            STATEMENTS OF CASH FLOWS

                                                   (Unaudited)
                                                                                                                     Period from
                                                                                                                     July 5, 2006
                                                                                                                     (Inception)
                                                                  Three Months Ended                                   through
                                                                     March 31, 2009         March 31, 2008          March 31, 2009
                                                                  --------------------   --------------------      -----------------
<S>                                                               <C>                    <C>                     <C>

Cash flows from operating activities:
   Net loss                                                        $         (651,847)    $         (445,331)   $        (2,821,170)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
Common stock issued for services                                              258,750                 98,500                593,500
Accrued interest converted to common stock                                          -                      -                 13,753
Non-cash stock option expense (Note 6)                                         15,699                 71,925                118,974
Depreciation                                                                    8,689                      -                 15,012
Amortization                                                                    8,151                    790                 13,421
   Changes in assets and liabilities:
   Decrease (increase) in prepaid expenses                                     30,278                  3,760                (31,703)
   Increase (decrease) in accounts payable                                     96,526                (40,786)               216,356
   Increase in accrued interest                                                62,841                 31,874                258,483
   Increase in accrued expenses                                                     -                 56,573                      -
                                                                     -----------------      -----------------      -----------------

Net cash used in operating activities                                        (170,913)              (222,695)            (1,623,374)
                                                                  --------------------   --------------------      -----------------

Cash flows from investing activities:

       Purchase of property and equipment                                     (65,419)               (51,721)              (576,898)
Purchase of intangible assets                                                       -               (141,056)              (326,056)
                                                                  --------------------   --------------------      -----------------

Net cash used in investing activities                                         (65,419)              (192,777)              (902,954)
                                                                  --------------------   --------------------      -----------------

Cash flows from financing activities:
Proceeds from issuance of convertible notes payable                            95,000                540,300              2,529,100
Proceeds (payments) from issuance (return)  of common stock                         -                  2,260                  9,055
Debt issue costs                                                                    -                      -                 (5,270)
                                                                  --------------------   --------------------      -----------------

Net cash provided by financing activities                                      95,000                542,560              2,532,885
                                                                  --------------------   --------------------      -----------------

Net (decrease) increase in cash                                              (141,332)               127,088                  6,557
Cash, beginning of period                                                     147,889                182,401                      -
                                                                  --------------------   --------------------      -----------------


Cash, end of period                                                $            6,557    $           309,489    $             6,557
                                                                  ====================   ====================      =================

Supplemental disclosure of non-cash investing and financing activities:

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

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

</TABLE>

                                   See notes to unaudited financial statement.

                                                      F-4
<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 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
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 7.

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

In September  2008,  the Company  effectuated  the  formation and control of two
wholly-owned  subsidiaries  in  China:  Beijing  Yuan  Shan  Da  Chuan  Business
Development  Ltd.  ("Da  Chuan") and Beijing Yuan Shan Shi Dai  Technology  Ltd.
("Shi  Dai").  Da  Chuan  has  contractual  agreements  with two  local  Chinese
companies to use licenses to deliver "Value Added  Telecommunications  Services"
(Note 4). Shi Dai owns optical fiber assets located in Beijing and Hangzhou; Shi
Dai's  purchases of optical  fiber assets were made at the direction of and with
funding from China  Wi-Max prior to  consolidation.  The Company  began  initial
operation of its network in Beijing in 2008,  but has not  generated any revenue
to date.  The Company's  financial  statements as of March 31, 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 March 31, 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 year,  and equity is translated  at  historical  exchange
rates.  Any resulting  translation  adjustments are charged or credited to other
comprehensive  income in  shareholders'  deficit.  Gains and  losses on  foreign
currency transactions are included in other income and expense.

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

                                      F-5

<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 fiscal 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  $652,000 for the three months ended March
31,  2009,  and a  working  capital  deficiency  and  shareholders'  deficit  of
approximately  $2,882,000 and $1,976,000,  respectively,  at March 31, 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 $2.0 million bridge loan  financing,  which consists of 10%
convertible  notes  maturing on December  31, 2009 (Note 5). The Company  raised
approximately $1,430,000 through December 31, 2008, approximately $95,000 during
the three  months ended March 31, 2009,  and has raised an  additional  $197,400
subsequent to March 31, 2009. The 10% convertible  note placement is anticipated
to be completed in the second quarter of 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.

                                       F-6

<PAGE>

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
March 31, 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:

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

Fair value of measurements:

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

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

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

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

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

Revenue recognition:

As of March 31, 2009, the Company has no revenue-producing  operations.  At such
time revenue  generating operations  begin, the  Company will  recognize revenue

                                      F-7

<PAGE>

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 year.  Stock options and common
shares issuable upon the conversion of debt  securities  (7,624,550 at March 31,
2009 and 4,917,200 at March 31, 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 September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  157,  Fair Value
Measurements.  SFAS No. 157 establishes a framework for measuring the fair value
of assets and  liabilities.  This  framework  is intended  to provide  increased
consistency  in how fair value  determinations  are made under various  existing
accounting  standards which permit, or in some cases require,  estimates of fair
market  value.  SFAS  No.  157  also  expands  financial  statement   disclosure
requirements  about a company's  use of fair value  measurements,  including the
effect of such  measures on earnings.  In February  2008,  the FASB issued Staff
Position  FAS  157-2,   which  delayed  the  effective  date  of  SFAS  157  for
nonfinancial  assets  and  nonfinancial  liabilities,  except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least  annually).  The Company  adopted  Staff  Position  FAS 157-2 on
January 1, 2009.  At March 31,  2009,  the  Company has no  financial  assets or
liabilities subject to recurring fair value measurements.

SFAS No.  159,  The  Fair  Value  Option  for  Financial  Assets  and  Financial
Liabilities,  allows entities to voluntarily choose to measure certain financial
assets and liabilities at fair value (fair value option).  The fair value option
may be elected on an instrument-by-instrument basis and is irrevocable, unless a
new election date occurs. If the fair value option is elected for an instrument,
SFAS No. 159 specifies that  unrealized  gains and losses for that instrument be
reported in  earnings at each  subsequent  reporting  date.  The Company did not
elect to apply the fair value option to any outstanding instruments.

In April 2009,  the FASB issued FSP SFAS 107-1 and Accounting  Principles  Board
Opinion  ("APB")  28-1,  Interim  Disclosures  about  Fair  Value  of  Financial
Instruments,  (FSP 107-1),  which will  require that the fair value  disclosures
required for all financial instruments within the scope of SFAS 107, Disclosures
about Fair Value of  Financial  Instruments,  be included  in interim  financial
statements.  This  FSP  also  requires  entities  to  disclose  the  method  and
significant assumptions used to estimate the fair value of financial instruments
on an interim and annual basis and to highlight any changes from prior  periods.
FSP 107-1 will be effective for interim  periods ending after June 15, 2009. The
adoption of FSP 107-1 is not expected to have a material impact on the Company's
consolidated financial statements.

On January 1, 2009, the Company  adopted SFAS No.  141(Revised  2007),  Business
Combinations,  (SFAS No. 141R).  SFAS No. 141R provides  revised guidance on how
acquirers  recognize  and measure the  consideration  transferred,  identifiable

                                      F-8

<PAGE>

assets acquired,  liabilities assumed,  noncontrolling  interests,  and goodwill
acquired  in a  business  combination.  SFAS  No.  141R  also  expands  required
disclosures   surrounding   the  nature  and   financial   effects  of  business
combinations.  Management  believes that the adoption of SFAS 141 (revised 2007)
could have an impact on the accounting for any future  acquisition,  if one were
to occur.  The Company  will be required to apply the  guidance in SFAS 141R for
any future business combinations.

On January 1, 2009, the Company adopted SFAS No. 160,  Noncontrolling  Interests
in  Consolidated  Financial  Statements.  SFAS 160  establishes  accounting  and
reporting  standards for a  noncontrolling  interest in a subsidiary and for the
deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated  entity that should be
reported as equity in the consolidated financial statements.  Because all of the
Company's   subsidiaries  are   wholly-owned  by  the  Company,   there  are  no
noncontrolling  interests, and as a result, the adoption of this standard had no
effect on the Company's consolidated financial statements.

 On January 1, 2009, the Company  adopted the provisions of Emerging Issues Task
Force ("EITF") 07-05, Determining whether an Instrument (or Embedded Feature) Is
Indexed to an Entity's Own Stock , which provides  guidance on determining  what
types of instruments or embedded  features in an instrument  held by a reporting
entity can be considered  indexed to its own stock for the purpose of evaluating
the first  criteria of the scope  exception in paragraph  11(a) of SFAS 133. The
adoption  of this  EITF did not have an  impact  on the  Company's  consolidated
financial statements.

In March 2008 the FASB issued SFAS 161, Disclosures about Derivative Instruments
and Hedging  Activities  -- an amendment  of FASB  Statement  No. 133.  SFAS 161
amends and  expands  the  disclosure  requirements  of FASB  Statement  No. 133,
requiring  enhanced  disclosures  about the  Company's  derivative  and  hedging
activities.  The  adoption  of SFAS 161 did not have a  material  impact  on the
Company's financial statements.

3.  Property and equipment:

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

                                             March 31, 2009    December 31, 2008

    Fiber optic cable                             $507,252          $506,616
    Network equipment                               96,039            30,716
                                                -----------      -----------
                                                   603,291           537,332
    Less accumulated depreciation                  (15,020)           (6,323)
                                                -----------      -----------
                                                  $588,271          $531,009
                                                ===========      ===========

4.  Intangible assets:

As of March 31, 2009 and  December 31, 2008,  intangible  assets  consist of the
following:

                                            March 31, 2009    December 31, 2008

     Contractual license rights                 $ 326,056             $ 326,056
     Less accumulated amortization                 (8,151)                    -
                                                ---------             ---------
                                                $ 317,905             $ 326,056
                                                =========             =========

                                      F-9
<PAGE>


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

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

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

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

5.  Convertible notes payable:

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

As of March 31, 2009, the Company had issued $1,524,800 of 10% convertible notes
payable  which mature  December 31, 2009.  Of this amount,  $95,000 of the notes
were issued in the three months ended March 31, 2009.  These notes bear interest
at 10% per annum and are  unsecured.  Principal and interest are  convertible at
any time into shares of the  Company's  common stock at $0.50 per share,  at the
option of the note holders.

                                      F-10

<PAGE>

6.  Income taxes:

Based on  statutory  rates,  the  Company's  expected  income  tax  benefit  was
approximately  $222,000 and  $151,000 for the quarters  ended March 31, 2009 and
2008,  respectively.  The cumulative expected income tax benefit as of March 31,
2009 was  approximately  $955,000.  The expected income tax benefit differs from
the actual benefit of $0 each period, due primarily to the valuation allowance.

The Company's  subsidiaries  operate in the PRC and are therefore subject to the
PRC tax laws and  regulations.  The  Peoples  Republic  of China  (PRC)  federal
statutory  income  tax rate is 25% and the local  income  tax rate is 3%. 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. Any employee, consultant or Director of the Company, any parent or
any subsidiary is eligible to  participate.  The exercise  prices of the options
granted are determined by the Plan committee, whose members are appointed by the
Board of Directors,  and the exercise  prices are generally to be established at
the  estimated  fair value of the  Company's  common stock at the date of grant.
Options  granted to date have terms that do not exceed  five  years.  There were
893,750 vested options as of March 31, 2009. Before any options may be delivered
or exercised,  the shareholders  must ratify the Plan. The Company is planning a
shareholder  meeting  to  ratify  the Plan  once the  Company's  stock  has been
approved for market trading.

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

The compensation  committee  determines the term of each option, but no term may
exceed  10  years  from the  date of  grant.  The  compensation  committee  also
determines at what time or times each option may be exercised and any conditions
that  must  be met  before  an  option  may be  exercised.  Options  may be made
exercisable  in  installments,   and  the   exercisability  of  options  may  be
accelerated by the compensation  committee.  As of March 31, 2009, the Company's
Board of Directors was serving as the compensation committee.

In the periods ended March 31, 2009 and 2008,  the Company  recorded total stock
option-based  compensation of $15,699 and $71,525 for options that vested during
the  periods,  which is included in general and  administrative  expense.  As of
March 31, 2009, the estimated fair value of 1,606,250 unvested stock options was
approximately  $223,000,  which is  expected  to be  recognized  over a weighted
average period of approximately one year.

The  Company  uses the  Black-Scholes  option  pricing  model to  determine  the
weighted  average  fair value of options.  The  weighted  average  fair value of
options  granted  during 2008 was $0.13 per share.  There were  300,000  options
granted in the period  ended  March 31, 2009 that have a weighted  average  fair
value of $0.16 per share.  None of the options granted in the period ended March
31, 2009 had vested as of March 31, 2009. The assumptions  utilized to determine
the fair value of options  granted  through  March 31, 2009 are  provided in the
following table:

         Risk free interest rates            0.66% - 2.89%
        Expected volatility                   80% - 136%
        Expected term in years                  2 - 3
        Expected dividend yield                   -


                                      F-11
<PAGE>

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

<TABLE>
<CAPTION>

                                                           Weighted
                                           Number of        Average
                                           Shares Under     Exercise                     Average
                                           -lying Options    Price       Exercisable    Fair Value
                                           ------------- ------------- --------------- -------------
<S>                                        <C>           <C>           <C>             <C>
     Outstanding January 1, 2008                 -             -              -              -
     Granted/vested during period            2,600,000       $0.25         737,500         $0.13
     Forfeited/expired                        (400,000)       0.25        (100,000)         0.14
                                           ------------- ------------- --------------- -------------
     Outstanding December 31, 2008           2,200,000       $0.25         637,500         $0.13
                                           ------------- ------------- --------------- -------------
     Granted/vested during period              300,000       $0.25         256,250         $0.16
     Forfeited/expired                               0           0               0             0
                                           ------------- ------------- --------------- -------------
     Outstanding, March 31, 2009             2,500,000       $0.25         893,750         $0.14
                                           ============= ============= =============== =============
</TABLE>

It was  determined  that there was no intrinsic  value  attributable  to options
granted  through the period ended March 31, 2009, as the estimated  market price
of the  Company's  common  stock of $0.25 per share is the same as the  exercise
price of the options.

Common stock issued for services:

During the three month period ended March 31, 2009, the Company issued 1,035,000
shares of common stock to various parties as employment bonuses and payments for
services performed for the Company, valued at $258,750 ($0.25 per share). During
the three month period ended March 31, 2008,  the Company  issued 394,000 shares
of common stock to various parties who performed  development stage services for
the Company. These shares were valued at $98,500.

Subsequent  to March 31, 2009 and through May 13,  2009,  the Company  issued an
additional  875,000  common shares as signing  bonuses and payments for services
performed for the Company, valued at approximately $218,750 ($.25 per share). In
addition,  the Company  agreed to  reimburse an officer and director for the tax
effect  of a 500,000  share  grant,  which is  estimated  to cost  approximately
$95,000 based on a 35% effective tax rate.

8.  Commitments:

Contract with Gao Da:

In  September  2008,  the  Company,  through  Da Chuan,  entered  into a 20-year
contract  with Gao Da, in which the  Company is  entitled  to  utilize  Gao Da's
licenses and  contracts  that relate to the  Company's  deployment  of fiber and
wireless assets for the Company's benefit,  as defined. As consideration for the
service  agreement,  the Company is to pay or reimburse Gao Da for any licensing
fees for base stations or license renewal expenses,  and the Company is to pay a
quarterly fee to Gao Da equal to one percent of net revenue  generated  from the
use of Gao Da's contracts and licenses in the Company's business operations,  as
defined. No fees were payable as of March 31, 2009 under the contract.

Gao Da's control person owns approximately 8.5% of the Company's common stock at
March 31, 2009.


                                      F-12
<PAGE>


9.  Subsequent event:

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 to purchase
common shares at $.25 per share over three years.

   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.

























                                      F-13
<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 with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future operations, strategies, financial results or other developments.

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

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

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 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 first  quarter of 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
in China. Filings with the United States Securities and Exchange Commission were
successfully completed to position the Company to file for trading status on the
Over The Counter Bulletin Board exchange.


                                       14
<PAGE>

The  Company  plans  to  begin  delivering  revenue  generating  services  on  a
commercial basis during the second quarter of 2009 in Beijing.  Our subsidiaries
are currently recruiting sales and engineering staff to support these efforts. A
Terabit optical router was installed and is now in use.  Additional  pilot level
testing  performed  in the first  quarter of 2009 is  providing  the basis for a
successful  full scale launch of services in the second quarter of 2009.  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 during the second or third quarter of
2009.

China Wi-Max closed a private offering of unsecured  convertible  Notes in early
January 2008 and raised  $1,000,000.  The Notes bear  interest at 12% per annum,
convertible  at the Note Holder's  option into Common Stock of China Wi-Max at a
conversion  price of $.25 per share,  and notes not converted to stock have been
extended to July 1, 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 due December 31, 2009.

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

At this time it is  difficult  to raise  capital  as the  United  States and the
global  business  community are 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 March 31, 2009 Compared to the
Three Months Ended March 31, 2008

During the three  months  ended  March 31, 2009 and 2008,  China  Wi-Max did not
recognize any revenues.

During the three months ended March 31, 2009,  China Wi-Max incurred general and
administrative  expenses of $589,000  compared to $412,000  for the three months
ended March 31, 2008.  The $177,000  increase was a result of an increase in the
Company's operational  activities compared to the prior period. During the three
months  ended March 31,  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 $20,000 in
salary and  wages,  expenses  for  operations  in China  increased  by  $53,000,
consulting and professional fees increased by $95,000, insurance costs increased
by $9,000,  amortization  costs  increased  by $8,000 and travel and other items
decreased by $8,000 over the prior period ended March 31, 2008.

During the three months ended March 31, 2009, China Wi-Max recognized a net loss
of $651,000  compared to a net loss of $445,000  during the three  months  ended
March 31, 2008. The $206,000  increase in net loss was primarily a result of the

                                       15
<PAGE>

$177,000  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 $.06 during the three months ended March
31,  2009  versus a net loss of $0.05 per share  during the three  months  ended
March 31, 2008.


LIQUIDITY

Historically, cash flow from operations has not been sufficient to sustain China
Wi-Max's operation without additional sources of capital. At March 31, 2009, the
Company had total  current  assets of $38,000,  consisting of cash of $6,000 and
prepaid  expenses of $32,000.  At March 31, 2009,  the Company had total current
liabilities  of  $2,920,000.  Total  current  liabilities  consisted of accounts
payable of $216,000,  accrued interest of $258,000 and current convertible notes
payable of  $2,445,000.  At March 31,  2009,  the Company had a working  capital
deficit of $2,891,000.

During the three months ended March 31, 2009,  China Wi-Max used $171,000 in its
operating  activities.  The net loss of $651,847  was  adjusted  for $259,000 of
services  paid for by the issuance of common stock,  $16,000 in non-cash  option
expenses and $17,000 in depreciation  and amortization  costs.  During the three
months ended March 31, 2009, there was a $30,000 decrease in prepaid expenses, a
$97,000 increase in accounts payable, a $62,000 increase in accrued interest.

During the three months ended March 31, 2008,  China Wi-Max used $220,000 in its
operating  activities.  A net loss of  $445,331  was  adjusted  for  $99,000  of
services paid for by the issuance of common stock and $72,000 in non-cash option
expenses.  During the three  months  ended  March 31,  2008,  there was a $4,000
decrease in prepaid expenses,  a $41,000 decrease in accounts payable, a $32,000
increase in accrued interest and a $57,000 increase in accrued expenses.

During the three months  ended March 31, 2009,  China Wi-Max used $65,000 in its
investing  activities,  primarily  for the purchase of property  and  equipment.
During the three months ended March 31, 2008,  China Wi-Max used $193,000 in its
investing  activities for access to wireless licenses and optical fiber payments
in China.

During the three months ended March 31, 2009, China Wi-Max received $95,000 from
its financing  activities.  During the three months ended March 31, 2008,  China
Wi-Max received $543,000 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,  bear  interest at 12% per annum,  and are  unsecured.  Notes not yet
converted  have been  extended  to July 1,  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 three months ended March 31, 2009,  China Wi-Max issued an additional
$95,000 in unsecured convertible  promissory notes, which mature on December 31,
2009,  bearing  interest  at 10% per annum,  and are  unsecured.  Principal  and
interest are  convertible at any time into shares of China Wi-Max's common stock
at $0.50 per share, at the option of the promissory  note holders.  China Wi-Max
has not paid nor is any  principal or interest  due on these notes.  As of March
31, 2009,  there is  $2,445,000  in  outstanding  convertible  notes payable and
accrued  interest of  $258,000.  China  Wi-Max is not in default  with regard to
these notes.

                                       16
<PAGE>

During the three  months ended March 31, 2009,  China  Wi-Max  issued  1,035,000
shares of its common stock to  individuals  as  employment  signing  bonuses and
payments for services performed for China Wi-Max, valued at $258,750. During the
three months ended March 31, 2008,  China Wi-Max  issued  394,000  shares of its
common  stock to  individuals  as  employment  signing  bonuses and payments for
services performed for China Wi-Max, valued at $98,500.

During the three months ended March 31, 2009,  China Wi-Max issued stock options
exercisable  for 300,000  shares of its common stock,  with an exercise price of
$0.25 per share and a term of 3 years.  The options have variable vesting rates.
During the three months ended March 31, 2009,  options  exercisable  for 256,250
shares were vested. These options were valued using the Black-Scholes model, and
the Company has recorded $16,000 of stock based compensation  expense during the
three months ended March 31, 2009.

During the three months ended March 31, 2008,  China Wi-Max issued stock options
exercisable for 2,600,000 shares of its common stock,  with an exercise price of
$0.25 per share and a term of 5 years.  The options have variable vesting rates.
During the three months ended March 31, 2008,  options  exercisable  for 468,750
shares were vested. These options were valued using the Black-Scholes model, and
the Company has recorded $71,925 of stock based compensation  expense during the
three months ended March 31, 2008.

To the extent China  Wi-Max's  operation 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
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 comments for the audited period ending December 31, 2008.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  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.

                                       17
<PAGE>

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/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/Chief  Financial Officer has
concluded that our disclosure  controls and procedures are ineffective in timely
alerting him to material information required to be included in our periodic SEC
filings and to ensure that information  required to be disclosed in 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following unregistered sales of its securities from January
1, 2009 through March 31, 2009.


                                       18
<PAGE>

<TABLE>
<CAPTION>

--------------- --------------------- ------------ ------------------------------ -------------------------
                                        NO. OF
 DATE OF SALE   TITLE OF SECURITIES     SHARES             CONSIDERATION             CLASS OF PURCHASER
--------------- --------------------- ------------ ------------------------------ -------------------------
<S>             <C>                   <C>          <C>                            <C>
                                                        $20,000 Convertible
      2/3/2009      Common stock           40,000         Promissory Note            Business Associate
--------------- --------------------- ------------ ------------------------------ -------------------------
      2/5/2009      Common stock           20,000       $10,000 Convertible          Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
      2/6/2009      Common stock           20,000       $10,000 Convertible          Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
      3/2/2009      Common stock            5,000       $2,500 Convertible           Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
      3/2/2009      Common stock            5,000       $2,500 Convertible           Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
      3/6/2009      Common stock           30,000       $30,000 Convertible          Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
      3/9/2009      Common stock           40,000       $20,000 Convertible          Business Associate
                                                          Promissory Note
--------------- --------------------- ------------ ------------------------------ -------------------------
</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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.


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

        None.


ITEM 5. OTHER INFORMATION

        None.


ITEM 6. EXHIBITS

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









                                       19
<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:  May 15, 2009                       By: /s/ Steven Berman
                                               ---------------------------------
                                               Steven Berman
                                               President



Dated:  May 15, 2009                       By: /s/ Frank R. Ventura
                                               ---------------------------------
                                               Frank R. Ventura
                                               Chief Financial Officer



















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