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

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

                                   FORM 10-Q/A

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

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the Six Month Period Ended June 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]


<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 July 31,  2009 there were  14,429,657  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>
     Consolidated Balance Sheets -June 30, 2009 (Unaudited) and
         December 31, 2008                                                                       4

     Consolidated  Statements of Operations  (Unaudited) - Six months ended June
         30, 2009 and 2008 and
         From July 5, 2006 (Inception) to June 30, 2009                                          5

     Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) -
            From July 5, 2006 (Inception) to June 30, 2009                                       7

     Consolidated  Statements of Cash Flows  (Unaudited) - Six months ended June
            30, 2009 and 2008 and From July 5, 2006 (Inception) to June 30, 2009
                                                                                                 9

     Notes to the Consolidated Financial Statements (Unaudited)                                  10


Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                               20

Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable              24

Item 4. Controls and Procedures                                                                  24

Item 4T. Controls and Procedures                                                                 25

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -Not Applicable                                                        25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                              25

Item 3. Defaults Upon Senior Securities - Not Applicable                                         25

Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable                     26

Item 5. Other Information - Not Applicable                                                       26

Item 6. Exhibits                                                                                 26

SIGNATURES                                                                                       27

</TABLE>



                                       3
<PAGE>




                   PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

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

                                         BALANCE SHEETS



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

Current assets:
   Cash                                                          $          158,659              $          147,889
   Prepaid expenses                                                          38,946                          23,841
                                                                 -------------------             -------------------

   Total current assets                                                     197,605                         171,730
                                                                 -------------------             -------------------

Property and equipment, net                                                 582,823                         531,009
Intangible assets and other, net                                            331,663                         364,195
                                                                 -------------------             -------------------
                                                                            914,486                         895,204
                                                                 -------------------             -------------------

                                                                 $        1,112,091              $        1,066,934
                                                                 ===================             ===================



                              LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                              $          303,226              $          119,830
   Accrued interest                                                         263,972                         195,641
   Convertible notes payable                                              2,551,095                       2,350,100
                                                                 -------------------             -------------------

   Total current liabilities                                              3,118,293                       2,665,571
                                                                 -------------------             -------------------
Long-term liabilities:
   Convertible notes payable                                                 57,903                               -
                                                                    ----------------                ----------------
                                                                          3,176,196                       2,665,571
                                                                    ================                ================
Shareholders' deficit:
Common  stock; $.001 par value; 50,000,000 shares authorized;
        14,429,657 and 10,785,002 shares issued and outstanding
        as of June 30, 2009 and December 31, 2008, respectively              14,430                          10,785
      Additional paid-in capital                                          1,630,849                         534,048
      Accumulated other comprehensive income                                 25,907                          25,853
      Deficit accumulated during the development stage                   (3,735,291)                     (2,169,323)
                                                                 -------------------             -------------------
     Total shareholders' deficit                                         (2,064,105)                     (1,598,637)
                                                                 -------------------             -------------------

                                                                 $        1,112,091              $        1,066,934
                                                                 ===================             ===================


                                   See notes to unaudited financial statement.

</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

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

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                  (Unaudited)




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

Operating expenses:
    General and administrative expense            $             (843,257)   $              (317,690)
                                                  -----------------------   ------------------------

Operating loss                                                  (843,257)                  (317,690)
                                                  -----------------------   ------------------------

Other expense:
    Interest expense                                             (70,850)                   (45,715)
                                                  -----------------------   ------------------------

Net loss                                                        (914,107)                  (363,405)

Foreign currency translation loss                                   (532)                         -
                                                  -----------------------   ------------------------

Comprehensive loss                                $             (914,639)   $              (363,405)
                                                  =======================   ========================

Basic and diluted net loss per share              $                (0.07)   $                 (0.04)
                                                  =======================   ========================

Weighted average number of common
    shares outstanding                                        12,558,464                 10,016,967
                                                  =======================   ========================


                  See notes to unaudited financial statements.

                                       5

</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)
                                                                  Six Months Ended                              through
                                                         June 30,                  June 30,                    June 30,
                                                          2009                       2008                        2009
                                                  -----------------------   --------------------------------------------------
<S>                                               <C>                       <C>                        <C>

Operating expenses:
    General and administrative expense            $           (1,432,291)   $              (730,098)   $           (3,387,188)
                                                  -----------------------   ------------------------   -----------------------

Operating loss                                                (1,432,291)                  (730,098)               (3,387,188)
                                                  -----------------------   ------------------------   -----------------------

Other expense:
    Interest expense                                            (133,677)                   (78,638)                 (348,089)
                                                  -----------------------   --------------------------------------------------

Net loss                                                      (1,565,968)                  (808,736)               (3,735,277)

Foreign currency translation gain                                     54                          -                    25,907
                                                  -----------------------   --------------------------------------------------

Comprehensive loss                                $           (1,565,914)   $              (808,736)   $           (3,709,370)
                                                  =======================   ========================   =======================

Basic and diluted net loss per share              $                (0.13)   $                 (0.08)
                                                  =======================   ========================

Weighted average number of common
    shares outstanding                                        11,963,317                  9,885,467
                                                  =======================   ========================


                          See notes to unaudited financial statements.

                                               6
</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 JUNE 30, 2009
                                           (Unaudited)

                                                                             Accumulated   Deficit
                                                         Additional           other       accumulated     Total
                                   Common stock            paid-in          comprehension  during the   shareholders'
                               ---------------------
                                Shares                    capital               income    development
                                                                                             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 ($0.0001 per
   share)                      3,825,000      3,825       $           -  $          -    $          -    $     3,825

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

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

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

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

Common stock issued for
services, valued at
$0.25 per shares                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)

                                       7

<PAGE>

                                CHINA WI-MAX COMMUNICATIONS, INC.
                                (A Development Stage Enterprise)
                        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                   PERIODS FROM JULY 5, 2006 (INCEPTION) THROUGH JUNE 30, 2009
                                           (Unaudited)

                                                                             Accumulated   Deficit
                                                         Additional           other       accumulated     Total
                                   Common stock            paid-in          comprehension  during the   shareholders'
                               ---------------------
                                Shares                    capital               income    development
                                                                                             stage       deficit
                               ----------   --------  ------------------      --------  -------------- ------------


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
service, valued at $0.25
per share                       2,035,000     2,035             506,715             -               -      508,750

Common stock issued upon
conversion of notes and
accrued interest in June
2009                            1,609,655     1,610             406,362             -               -      407,972

Fair value of options vesting
during the period                      -          -             183,724             -               -      183,724

Net loss                               -          -                   -             -       (1,565,968)   (1,565,968)

Other comprehensive income
adjustments, gain on foreign
currency translation                   -          -                   -            54               -           54
                               ----------   --------  ------------------ -------------  --------------   ------------

Balances, June 30, 2009        14,429,657    14,430       $    1,630,849  $    25,907    $  (3,735,291) $ (2,064,105)
                               ==========   ========  ================== =============  ==============   ============


                          See notes to unaudited financial statements.

                                       8
</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)
                                                        Six Months Ended                                through
                                                          June 30, 2009        June 30, 2008         June 30, 2009
                                                        ------------------  --------------------     --------------
<S>                                                     <C>                 <C>                   <C>

Cash flows from operating activities:
   Net loss                                               $    (1,565,968)     $       (808,736)  $     (3,735,277)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
Common stock issued for services                                  508,750               158,500            843,500
Accrued interest converted to common stock                         65,712                     -             79,465
Non-cash stock option expense                                     183,724                71,925            286,999
Depreciation                                                       18,565                     -             24,888
Amortization                                                       12,227                 1,901             17,497
   Changes in assets and liabilities:
   Increase in prepaid expenses                                   (15,105)               (8,746)           (72,099)
   Increase (decrease) in accounts payable                        183,397               (47,877)           303,227
   Increase in accrued interest                                    67,990                78,638            263,632
   Decrease in other assets                                        20,400                                   20,400
   Decrease in accrued expenses                                         -                (5,000)            (5,000)
                                                        ------------------  --------------------     --------------

Net cash used in operating activities                            (520,308)             (559,395)        (1,972,769)
                                                        ------------------  --------------------     --------------

Cash flows from investing activities:

       Purchase of property and equipment                         (70,325)             (360,664)          (581,804)
Purchase of intangible assets                                                                 -           (326,056)
                                                        ------------------  --------------------     --------------

Net cash used in investing activities                             (70,325)             (360,664)          (907,860)
                                                        ------------------  --------------------     --------------

Cash flows from financing activities:
Proceeds from issuance of convertible notes payable               601,403               770,300          3,035,503
Proceeds from issuance of common stock                                  -                 2,310              9,055
Debt issue costs                                                        -                     -             (5,270)
                                                        ------------------  --------------------     --------------

Net cash provided by financing activities                         601,403               772,610          3,039,288
                                                        ------------------  --------------------     --------------

Net increase (decrease) in cash                                    10,770              (147,449)           158,659
Cash, beginning of period                                         147,889               182,401                  -
                                                        ------------------  --------------------     --------------


Cash, end of period                                       $       158,659   $            34,952   $        158,659
                                                        ==================  ====================     ==============

Supplemental disclosure of non-cash investing
and financing activities:

      Convertible notes converted to common stock         $       342,260    $                -   $        440,013
                                                        ==================  ====================     ==============

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

                           See notes to unaudited financial statement.
</TABLE>

                                       9

<PAGE>


                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 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
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 June 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 June 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 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

                                       10

<PAGE>

operations and potentially  adverse tax consequences.  There can be no assurance
that  any of these  factors  will not have a  material  negative  impact  on the
Company's financial condition or results of operations in the future.

         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  $1,596,000  for the six months ended June
30,  2009,  and a  working  capital  deficiency  and  shareholders'  deficit  of
approximately $2,921,000,  and $3,735,000,  respectively,  at June 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  $601,403  during the six
months ended June 30, 2009, and has raised an additional  $600,725 subsequent to
June 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.

                                       11

<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 June
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:

   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 June 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

                                       12

<PAGE>

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  (11,967,890 at
June 30,  2009  and  5,377,200  at June  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 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 June 30,  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 is effective  for interim  periods  ending  after June 15,  2009.  The
adoption  of  FSP  107-1  did  not  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
assets acquired,  liabilities assumed,  noncontrolling  interests,  and goodwill

                                       13

<PAGE>

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 is  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.

In June  2009,  the FASB  approved  its  Accounting  Standards  Codification  or
Codification, as the single source of authoritative United States accounting and
reporting  standards  applicable  for all  non-governmental  entities,  with the
exception  of the  SEC  and its  staff.  The  Codification,  which  changes  the
reference of financial  standards,  is effective for interim or annual financial
periods  ending after  September  15, 2009.  Therefore,  in the third quarter of
fiscal  2009,  all  references  made to US GAAP  will  use the new  Codification
numbering system  prescribed by the FASB. As the Codification is not intended to
change or alter  existing US GAAP,  it is not expected to have any impact on the
Company's consolidated financial position or results of operations.

3.  Property and equipment:

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

                                               June 30, 2009   December 31, 2008

    Fiber optic cable                             $507,312         $506,616
    Network equipment                              100,140           30,716
                                                -----------      -----------
                                                   607,452          537,332
    Less accumulated depreciation                  (24,629)          (6,323)
                                                -----------      -----------
                                                  $582,823         $531,009
                                                ===========      ===========
                                       14

<PAGE>


4.  Intangible and other assets:

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

                                            June 30, 2009     December 31, 2008

     Contractual license rights                 $326,056              $ 326,056
     Less accumulated amortization               (12,227)                     -
                                               ---------              ---------
                                                $313,829              $ 326,056
     Deposits                                     17,834                 38,139
                                               ----------             ---------
                                                $331,663              $ 364,195
                                               ==========              =========

   The Company's  intangible assets,  contractual license rights,  represent 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 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 six months  ended June 30,  2009,  notes of
$332,260 and related  accrued  interest of $64,597 were converted into 1,600,655
shares of common  stock.  As of June 30, 2009,  all  remaining  note holders had
extended the maturity date to December 31, 2009.

                                       15

<PAGE>

   In 2008, the Company issued $1,429,800 of 10% convertible  notes payable.  As
of June 30, 2009,  the Company had issued  $2,031,248 of 10%  convertible  notes
payable of which  $1,963,310  mature  within one year  while  $57,903  mature at
December 31, 2010. In the six months ended June 30, 2009,  $601,403 of the notes
were issued. Additionally, $10,000 of these notes and related interest of $1,115
were converted into 22,230 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  $473,000  and $278,000 for the six months ended June 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.

   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") originally covering up to 4,000,000 shares of the
Company's  common stock  (increased  to 5,000,000  in May 2009).  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 1,675,000  vested options as of
June  30,  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 June 30, 2009, the Company's
Board of Directors was serving as the compensation committee.

                                       16

<PAGE>

   In the six month periods ended June 30, 2009 and 2008,  the Company  recorded
total  stock-based  compensation of $183,724 and $71,925 for options that vested
during the periods, which is included in general and administrative  expense. As
of June 30, 2009,  the Company has  3,150,000  unvested  stock  options of which
2,450,000  vesting is  contingent  on future  events.  As of June 30, 2009,  the
estimated  fair  value of the  remaining  700,000  unvested  stock  options  was
approximately  $68,800,  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 assumptions  utilized to determine
the fair value of options granted during the periods ended through June 30, 2009
and 2008 are provided in the following table:



                                             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              0%                     0%

   The following  table sets forth the activity in the Company's  Plan since its
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       3,150,000        $0.43          1,037,500       $0.18
    Forfeited                           (525,000)       $0.25                  -       $0.13
                                    -------------- --------------- ---------------- ------------
    Outstanding, June 30, 2009         4,825,000        $0.35          1,675,000       $0.16
                                    =============== =============== ================ ============
</TABLE>

   There was no intrinsic  value  attributable  to options  granted  through the
period  ended June 30, 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 six month period ended June 30, 2009, the Company issued 2,035,000
shares of common stock to various parties as employment bonuses and payments for
services performed for the Company, valued at $508,750 ($0.25 per share). During
the six month period ended June 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).

                                       17

<PAGE>


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 incurred through June 30, 2009 under the contract.

   Gao Da's shareholder owns approximately 8.5% of the Company's common stock at
June 30, 2009.

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

     In April 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  completed  by or
through a financing source, as defined, 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.  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  and  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 these  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.

                                       18

<PAGE>

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

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


9.  Subsequent events:

On July 1, 2009,  the Company  issued  option to purchase  25,000  shares of the
Company's common stock for consulting services.

The Company  evaluated  events  through August 19, 2009 for  consideration  as a
subsequent event to be included in its June 30, 2009 financial statements issued
August 19, 2009.















                                       19

<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
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 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 six months ended June 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

                                       20

<PAGE>

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.

The  Company  plans  to  begin  delivering  revenue  generating  services  on  a
commercial  basis during the third 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  during the six months ended June 30, 2009 is  providing  the
basis for a  successful  full scale  launch of  services in the third and fourth
quarters 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 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 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.

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 June 30, 2009 Compared to the
Three Months Ended June 30, 2008

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

During the three months ended June 30, 2009,  China Wi-Max incurred  general and
administrative  expenses of $843,257  compared to $317,690  for the three months
ended June 30, 2008.  The  $525,567  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  $463,000 in salary
and wages, expenses for operations in China decreased by $5,000,  consulting and
professional  fees increased by $10,000,  insurance  costs  increased by $6,000,
amortization  costs  increased by $4,000 and travel and other items increased by
$18,000 over the prior period ended June 30, 2008.

During the three months ended June 30, 2009, China Wi-Max  recognized a net loss
of $914,107  compared to a net loss of $363,405  during the three  months  ended
June 30, 2008.  The $550,702  increase in net loss was primarily a result of the

                                       21

<PAGE>

$525,567  increase  in general  and  administrative  expenses,  discussed  above
combined  with the  $25,135  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 $0.07 during the three months ended June
30, 2009 versus a net loss of $0.04 per share during the three months ended June
30, 2008.

Results of Operations for the Six Months Ended June 30, 2009 Compared to the Six
Months Ended June 30, 2008

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


During the six months ended June 30, 2009,  China  Wi-Max  incurred  general and
administrative  expenses of  $1,432,000  compared to $730,000 for the six months
ended June 30, 2008.  The  $702,000  increase was a result of an increase in the
Company's  operational  activities compared to the prior period.  During the six
months  ended June 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  $468,000
in salary and wages,  expenses  for  operations  in China  increased by $48,000,
consulting and professional fees increased by $82,000, insurance costs increased
by $15,000,  amortization  costs increased by $12,000 and travel and other items
increased by $7,000 over the prior period ended June 30, 2008.


During the six months ended June 30, 2009, China Wi-Max recognized a net loss of
$1,566,000  compared to a net loss of $808,000  during the six months ended June
30,  2008.  The  $757,000  increase  in net loss was  primarily  a result of the
$702,000  increase  in general  and  administrative  expenses,  discussed  above
combined  with the  $55,000  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 $0.13 during the six months ended June
30, 2009 versus a net loss of $0.08 per share  during the six months  ended June
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 June 30, 2009, the
Company had total current assets of $197,000, consisting of cash of $158,000 and
prepaid  expenses of $39,000.  At June 30, 2009,  the Company had total  current
liabilities  of  $3,118,000.  Total  current  liabilities  consisted of accounts
payable of $303,000,  accrued interest of $263,000 and convertible notes payable
of $2,551,000.  At June 30, 2009, the Company had a working  capital  deficit of
$2,921,000.

During the six months  ended June 30, 2009,  China  Wi-Max used  $520,000 in its
operating  activities.  The net loss of $1,566,000  was adjusted for $509,000 of
services  paid for by the issuance of common stock,  $184,000 in non-cash  stock
option expense and $30,000 in depreciation and amortization expenses. During the
six  months  ended  June 30,  2009,  there was a  $15,000,  increase  in prepaid
expenses, a $183,000 increase in accounts payable, a $68,000 increase in accrued
interest and a $20,000 decrease in other assets.

During the six months  ended June 30, 2008,  China  Wi-Max used  $559,000 in its
operating  activities.  A net loss of  $808,000  was  adjusted  for  $158,000 of
services paid for by the issuance of common stock and $71,000 in non-cash  stock
option expense.  During the six months ended June 30, 2008,  there was an $8,000
decrease in prepaid  expenses,  a $47,000  increase  in  accounts  payable and a
$78,000 increase in accrued interest.

                                       22

<PAGE>

During the six months ended June 30, 2009,  China  Wi-Max used  $70,000,  in its
investing  activities,  primarily  for the purchase of property  and  equipment.
During the six months  ended June 30, 2008,  China  Wi-Max used  $360,000 in its
investing  activities for access to wireless licenses and optical fiber payments
in China.

During the six months ended June 30, 2009,  China Wi-Max received  $601,000 from
its  financing  activities.  During the six months  ended June 30,  2008,  China
Wi-Max received $773,000, 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 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 six months ended June 30, 2009,  China  Wi-Max  issued an  additional
$601,400 in  unsecured  convertible  promissory  notes,  which mature on varying
dates in December 31, 2009 through  December 31, 2010,  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 June 30,  2009,  there  is  $2,608,000  in
outstanding  convertible  notes payable and accrued interest of $263,000.  China
Wi-Max is not in default with regard to these notes.

During the six months ended June 30, 2009,  China Wi-Max issued 2,035,000 shares
of its common stock to  individuals as employment  signing  bonuses and payments
for services  performed  for China  Wi-Max,  valued at $509,000.  During the six
months ended June 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 $158,500.

During the six months ended June 30, 2009,  China  Wi-Max  issued stock  options
exercisable for 3,150,000 shares of its common stock,  with an exercise price of
$0.25 per share and a term of 3 to 5 years.  The options have  variable  vesting
rates.  During  the six months  ended June 30,  2009,  options  exercisable  for
1,037,000 shares were vested.  These options were valued using the Black-Scholes
model, and the Company has recorded $184,000 of stock based compensation expense
during the six months ended June 30, 2009.

During the six months ended June 30, 2008,  China  Wi-Max  issued stock  options
exercisable for 2,200,000 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 six months  ended June 30,  2008,  options  exercisable  for  425,000
shares were vested. These options were valued using the Black-Scholes model, and
the Company has recorded $71,000 of stock based compensation  expense during the
six months ended June 30, 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.

                                       23

<PAGE>

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.

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 not  effective 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.

                                       24

<PAGE>


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 April
1, 2009 through June 30, 2009.

<TABLE>
<CAPTION>

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

    06/30/2009         Common stock          375,000         $ 93,750 in Services     Business Associates
-------------------- ------------------ ------------------ -------------------------- ---------------------
      6/30/09          Common stock         1,609,655       Conversion of $407,972    Business Associates
                                                              in Convertible
                                                            Promissory Notes and
                                                               accrued interest
-------------------- ------------------ ------------------ -------------------------- ---------------------
</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.

                                       25

<PAGE>


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


                                       26

<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: August 21, 2009                      By: /s/ Steve Berman
                                                ---------------------------
                                                Steven Berman
                                                CEO, President and Secretary


Dated: August 21, 2009                       By: /s/ Frank Ventura
                                                 ---------------------------
                                                 Frank Ventura
                                                 Chief Financial Officer
                                                 Treasurer

















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