UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 28December 18, 2015

Clearwater Ventures, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada		333-195607		46-4902722
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~8174~~15615 ~~Las~~Alton ~~Vegas Blvd. S.~~Parkway, ~~Ste.~~Suite ~~109~~450, ~~Las Vegas~~Irvine, NVCA ~~89123~~92618 (Address of Principal Executive Offices) (702) 779-9871 Registrant's telephone number, including area code

(702) 779-9871

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement

On ~~September~~December 2818, 2015, Clearwater Ventures, Inc. (the “"Company”") entered into an ~~Agreement~~Asset ofPurchase ~~Conveyance,~~Agreement ~~Transfer~~(the ~~and~~"Asset ~~Assignment~~Purchase ofAgreement") ~~Membership~~with ~~Interests~~ and ~~Assumption of~~Shengma ~~Obligations~~Jingxi (~~the “Agreement”~~Beijing) ~~with~~Health ~~Tuston~~Management ~~Brown~~Co., ~~the Chief Executive Officer~~Ltd., ~~sole~~a ~~Director~~company ~~and~~organized ~~majority~~under ~~shareholder of~~ the ~~Company.~~laws ~~The Agreement provides Mr. Brown with an option to purchase all~~ of the ~~membership~~People's ~~interests~~Republic of ~~Clearwater~~China ~~Nevada, LLC,~~("Shengma") apursuant ~~Nevada~~to ~~limited~~which ~~liability company, a subsidiary of~~ the Company, atacquired ~~such~~certain ~~date~~health asmanagement ~~shall~~and behealth ~~further~~information ~~agreed~~tracking ~~upon in writing by the parties~~assets, orincluding ~~upon~~office ~~written~~furniture ~~notice~~and ~~given~~medical bytesting Mrdevices. ~~Brown,~~The atCompany ~~his~~intends ~~sole~~to ~~option,~~acquire onadditional ~~any~~assets ~~date~~during ~~which~~fiscal, isand ~~more~~hire ~~than~~appropriate ~~seventy-five~~personal, ~~(75)~~in ~~days from~~order ~~the~~to ~~date~~initiate ofa ~~the~~health ~~Agreement.~~management ~~The~~business ~~Agreement~~in ~~provides that Mr~~China. Shengma ~~Brown~~will ~~assumes~~receive ~~all~~cash ~~liabilities~~consideration of ~~the~~$500,000 ~~subsidiary~~on ~~following~~or ~~such assignment.~~before ~~The~~March ~~Agreement~~31, ~~was~~2016, ~~approved~~and byan ~~the~~aggregate ~~Board~~ of ~~Director~~one ~~and~~million ~~majority~~(1,000,000) ~~shareholder~~shares of ~~the~~common ~~Company~~stock ~~following~~of the ~~transactions described in Items 5~~Company.~~01 and 5.02 below.~~

~~Item~~The 5Asset Purchase Agreement contains standard and customary representations, warranties and covenants.01 ~~Changes~~The foregoing description does not purport to be complete and is qualified in ~~Control~~its entirety by reference to the Asset Purchase Agreement, a copy of ~~Registrant~~which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

OnThe ~~September~~Company's ~~28,~~Chief ~~2015~~Executive ~~(the~~Officer, ~~“Closing~~Zheng ~~Date”)~~Huijun, ~~Tuston~~ ~~Brown,~~is the ~~Chief~~principal ~~Executive~~shareholder ~~Officer,~~of ~~sole~~Shengma. The ~~Director~~purchase ~~and~~price ~~majority shareholder~~ of the ~~Company~~assets ~~sold~~was anset ~~aggregate~~using ofthe 13book,~~987~~ or carrying value,~~000 shares~~ of ~~restricted~~the ~~common~~assets, ~~stock~~which ofwas ~~the~~paid ~~Company~~in toshares ~~Zheng~~of ~~Huijun.~~commons ~~Mr.~~tock ~~Brown~~of ~~also~~the ~~sold~~Company, together with an ~~aggregate~~allowance of 2$500,~~013,~~000 ~~shares~~in ofcash ~~restricted common~~to ~~stock~~be used to ~~several~~pay ~~purchasers,~~certain ~~none~~administrative ofand ~~whom~~title ~~are~~transfer ~~currently~~fees ~~affiliates~~related ofto ~~the~~transfer ~~Company,~~of ~~nor~~title ~~would~~of bethe ~~deemed~~assets ~~affiliates~~in asChina. The asource ~~result~~ of funds for the purchase will be current cash of ~~such~~the ~~shares.~~Company Astogether awith ~~result~~proceeds of ~~the~~future ~~transaction~~equity ~~described~~financings ~~above~~by the Company, ~~Mr.~~or ~~Brown~~if ~~has~~no ~~completely~~such ~~divested~~financings ofare ~~his~~consummated, ~~ownership of~~by ~~common~~a ~~stock~~further contribution of ~~the~~capital ~~Company~~by Mr. Zheng Huijun. Mr. ~~Brown~~Zheng ~~remains,~~may ~~however,~~borrow asuch ~~director~~funds ~~and~~from ~~officer~~commercial ofbanks ~~the~~located ~~Company~~in China using his personal assets as security.

AsOn aDecember ~~result~~21, of2015, Clearwater Ventures, Inc. (the ~~transaction~~"Company") ~~described~~entered ~~above, Mr.~~into ~~Zheng~~an ~~acquired~~Agreement ~~approximately~~of ~~77.7%~~Conveyance, Transfer and Assignment of ~~the~~Membership ~~total~~Interests ~~votes~~and ~~entitled~~Assumption toof beObligations ~~cast~~("Transfer atand ~~any~~Assumption ~~meeting~~Agreement") ofwith ~~shareholders,~~former ~~giving~~officer ~~him~~Tuston ~~voting control~~Brown, ofpursuant ~~the~~to ~~Company.~~which Mr. ~~Zheng~~Brown ~~obtained~~acquired the ~~funds~~Company's ~~for~~subsidiary, ~~the~~Clearwater ~~purchase~~Nevada, ofLLC, ~~the~~a ~~Company’s~~Nevada ~~common~~limited ~~stock~~liability incompany, ~~the~~and ~~transaction~~assumed ~~from its~~all ~~available~~liabilities ~~cash~~in onconnection ~~hand~~therewith.

The ~~board~~Transfer ofand ~~directors~~Assumption Agreement contains standard and ~~shareholders~~customary ~~holding a~~representations, ~~majority~~warranties ofand covenants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the ~~common~~Transfer ~~stock~~and Assumption Agreement, a copy of ~~the~~which ~~Company~~is ~~approved~~filed ~~the~~as ~~transactions~~Exhibit ~~described~~2.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Principal~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Principal Officers~~Assets.

~~(a) Appointment~~The information set forth in Item 1.01 of ~~Directors~~this Current Report on Form 8-K is incorporated herein by reference.

~~Effective~~Item ~~September~~3.02 ~~25,~~Unregistered ~~2015,~~Sales ~~Zheng Huijun and Zheng Shuying were appointed as members~~ of ~~the~~Equity ~~Board of Directors~~Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities issued pursuant to the Asset Purchase agreement were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

~~(b) Appointment~~- of2 ~~Officers~~-

~~Effective~~Item 5.02 Departure ~~September~~of ~~25,~~Directors ~~2015,~~or ~~Zheng~~Principal ~~Huijun was~~Officers; ~~appointed~~Election ~~Chairman~~ of ~~the~~Directors; ~~Company~~Appointment ~~and Andy Zhao was appointed Chief Operating Officer~~ of ~~the~~Principal ~~Company~~Officers. ~~The Company may hire additional officers in the near future.~~

~~The~~Departure ~~business background descriptions~~ of ~~the newly~~Director ~~appointed~~or ~~officer~~Principal ~~and directors are as follows:~~Officers

~~Zheng~~Effective ~~Huijun~~December 21, 2015, Tuston Brown resigned from his positions as a director and Chief Executive Officer and Chief Financial Officer of the Company. Mr. Brown's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

~~Director~~Appointment ~~(Chairman)~~of Officers

~~Mr.~~Effective ~~Huijun~~December ~~ZHENG~~21, ~~38 years old~~2015, ~~has~~ ~~over~~Alex ~~twenty~~Tso ~~years of business and investment experience. Mr. Zheng graduated from Hebei Vocational College for Correctional Police with a Diploma in Law. He~~ was ~~part~~appointed ofthe aChief ~~partnership~~Financial ~~that~~Officer ~~subcontracted~~the ~~mining businesses in North Eastern China from 1992 to 2001. From 2007 to present, Mr. Zheng has served as General Manager of Shijiazhuang Iron Mine~~ Company ~~and Chairman of Hebei Flying Eagle Investment Limited~~. He has invested into various hospitals including Hebei Sheng Lu Hospital of Gynecology. In 2014, he founded Shengma Jingxin Precautious Health Care Management Limited, which incorporated traditional Chinese medicines with an online activity tracking system.

~~Zheng~~Mr. ~~Shuying~~Alex Tso, 43 years old, has over twenty years of of diverse experience in industry ranging from financial service, manufacturing, wholesale, retail and telecom. He has extensive skills in business process improvement, risk assessment, corporate governance and practical know-hows. Mr. Tso graduated from California State University, Hayward (now CSU, East Bay) with Bachelor of Science - Business Administration - Finance. He also graduated from City University of Hong Kong with a Master of Science – Finance. During his working life, Mr. Tso has served various US and Hong Kong listed companies and professional advisory firms for internal control enhancement, SOX 404 policy and procedure setup and implementation, pre-IPO corporate governance and financial systems improvement, IT system review and betterment, start ups and back office administration. He has gained in-depth experiences to bridge between traditional Chinese business cultures and foreign listing requirements.

~~Director~~Effective December 21, 2015, the Company's current Chairman of the Board of Directors, Zheng Huijun, was appointed Chief Executive Officer of the Company.

MsItem 9.01 Financial ~~Shuying~~Statements ~~ZHENG, 48 years old, has over 30 years of administration~~ and ~~accounting experience~~Exhibits. Ms. Zheng worked as administrative staff for a local leather shoe manufacturer from 1991 to 2000. From 2001 to 2006, Ms. Zheng managed cantering services in Hebei Vocational College for Correctional Police. From 2007 to 2001, she was the Head of Accounting of Huikou Mining Company. In 2007, Ms. Zheng joined Hebei Flying Eagle Investment Limited as Administration Manager. From 2011 to present, she has managed a department store. Ms. Zheng also continues to assist Mr. Zheng in back office work at Shengma Jingxin Precautious Health Care Management Limited.

~~Andy Zhao~~(d) Exhibits.

Chief Operating Officer

Exhibit No.	Description


2.1	Asset Purchase Agreement dated as of December 4, 2015, by and among Clearwater Ventures, Inc. and Shengma Jingxi (Beijing) Health Management Co., Ltd., a company organized under the laws of the People's Republic of China (Attachments and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Clearwater Ventures, Inc. hereby undertakes to furnish supplementally copies of any of the omitted attachments and schedules upon request by the U.S. Securities and Exchange Commission.)

2.2	Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations, dated as of December 21, 2015, by and between the Clearwater Ventures, Inc., a Nevada corporation and Tuston Brown.

~~Mr.~~- ~~Andy~~3 Zhao, 43 years old, was trained as Sports Physiotherapy in Shanghai Sports University after he graduated from The University of Shanghai with Bachelor of Business Administration. From 1999 to 2004, Andy acted as Coach of Singapore Youth Rowing Team. He then joined Chiang’s International Group (H.K.) Limited as Managing Director until 2012. Thereafter, he was the Managing Director of Chancellor Wealth Management (H.K.) Co., Ltd. until he joined Shengma Jingxin Precautious Health Care Management Limited in 2014 as CEO. Mr. Zhao has obtained various international professional licenses in physiotherapy, therapist, nutritionist and, sport and fitness training.-

3SIGNATURES

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

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

	Clearwater Ventures, Inc.

Date: December 21, 2015	By:	/s/ Zheng Huijun

		Name: Zheng Huijun
		Title: Chairman of the Board of Directors

~~Clearwater~~- ~~Ventures,~~4 ~~Inc.~~-

Date: October 2, 2015	By:	/s/ Zheng Huijun
		Name: Zheng Huijun
		Title: Chairman of the Board of Directors

Filing Compare · Clearwater Ventures, Inc.