10-Q 1 eps4428.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 0-53347

____________________________

ADVANCED WATER TECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		26-2814324 (I.R.S. Employer Identification Number)


1001 Bayhill Drive, 2^nd Floor San Bruno, California (Address of principal executive offices)		94066 (Zip Code)

(650) 438-0928

(Issuer’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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 (§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 o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer o			Accelerated filer o
	Non-accelerated filer o			Smaller reporting company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding at November 10, 2011

Common Stock, no par value per share		6,750,000 shares

ADVANCED WATER TECHNOLOGY HOLDINGS, INC.

TABLE OF CONTENTS

			PAGE
Part I Financial Information

	Item 1.	Financial Statements (unaudited)	4

		Balance Sheets	5

		Statements of Operations	6

		Statement of Shareholder’s Deficit	7

		Statement of Cash Flows	8

		Notes to Financial Statements	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

	Item 4.	Controls and Procedures	15


Part II Other Information			17

	Item 1.	Legal Proceedings	17

	Item 1A.	Risk Factors	17

	Item 2.	Unregistered Sales of Equity Securities/Use of Proceeds	17

	Item 3.	Default on Senior Securities	17

	Item 4.	Reserved	17

	Item 5.	Other Information	17

	Item 6.	Exhibits	17

		Exhibit 31.1 302 Certification – Basilio Chen

		Exhibit 32.1 906 Certification – Basilio Chen

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Financial Statements

For Nine Months Ended September 30, 2011

and the Cumulative Period

from Inception (June 16, 2008) through September 30, 2011

(Unaudited)

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Balance Sheets

(Unaudited)

	Sep 30, 2011			Dec 31, 2010
	(Unaudited)			(Audited)
CURRENT ASSETS
Cash & equivalents	$	—		$	—

Total Assets	$	—		$	—



LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable & accrued expenses	$	18,560		$	5,528
Loan from shareholder		7,238			7,238

Total Liabilities		25,798			12,766

SHAREHOLDERS' DEFICIT
Common stock (75,000,000 shares authorized; par $.0001
6,750,000 issued and outstanding)		675			675
Additional paid in capital		30,235			30,235
Deficit accumulated during the development stage		(56,708	)		(43,676	)

		(25,798	)		(12,766	)

Total Liabilities and Shareholders' Deficit	$	—		$	—

The accompanying notes are an integral part of these financial statements

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Statements of Operations

(Unaudited)

													Cumulative From
	Three Months Ended Sep 30						Nine Months Ended Sep 30						Inception (Jun 16, 2008)
	2011			2010			2011			2010			Through Sep 30, 2011

Revenue	$	—		$	—		$	—		$	—		$	—

Expenses
General and administrative		1,635			1,178			13,032			8,060			56,708
Total expenses		1,635			1,178			13,032			8,060			56,708

Net income (loss)	$	(1,635	)	$	(1,178	)	$	(13,032	)	$	(8,060	)	$	(56,708	)

Basic and diluted net loss per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average shares outstanding		6,750,000			6,750,000			6,750,000			6,750,000

The accompanying notes are an integral part of these financial statements

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Statement of Shareholders’ Deficit

(Unaudited)

					Additional		Retained
	Common Stock				Paid-in		Income
	Share		Amount		Capital		(Deficit)			Total
Balance at June 16, 2008 (Inception)
Founders' shares issued for cash
(3,000,000 shares at $.001/share)		6,750,000	$	675	$	2,325	$	—		$	3,000

Net Income (Loss)								(11,593	)		(11,593	)

Balance, December 31, 2008		6,750,000	$	675	$	2,325	$	(11,593	)	$	(8,593	)


Balance, January 1, 2009		6,750,000		675		2,325		(11,593	)		(8,593	)

Net Income (Loss)								(18,613	)		(18,613	)

Balance, December 31, 2009		6,750,000	$	675	$	2,325	$	(30,206	)	$	(27,206	)


Balance, January 1, 2010		6,750,000		675		2,325		(30,206	)		(27,206	)

Shareholder Contribution						27,910					27,910
Net Income (Loss)								(13,470	)		(13,470	)

Balance, December 31, 2010		6,750,000	$	675	$	30,235	$	(43,676	)	$	(12,766	)


Balance, January 1, 2011		6,750,000		675		30,235		(43,676	)		(12,766	)

Net Income (Loss)								(13,032	)		(13,032	)

Balance, Septermber 30, 2011		6,750,000	$	675	$	30,235	$	(56,708	)	$	(25,798	)

The accompanying notes are an integral part of these financial statements

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

							Cumulative From
	Nine Months Ended Sep 30						Inception (June 16, 2008)
	2011			2010			Through Sep 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(13,032	)	$	(8,060	)	$	(56,708	)
Increase (decrease) in accounts payable		13,032			(1,072	)		18,560

Net cash used in operating activities		—			(9,132	)		(38,148	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Loan from shareholder - before change in control		—			—			27,910
Loan from shareholder - after change in control		—			3,553			7,238
Cancellation of loan from shareholders		—			(22,331	)		(27,910	)
Shareholder contribution		—			27,910			30,910
Net cash provided by financing activities		—			9,132			38,148


NET INCREASE IN CASH & CASH EQUIVALENTS		—			—			—

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		—			—			—

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	—		$	—		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

NONCASH INVESTING AND FINANCING TRANSACTIONS

The accompanying notes are an integral part of these financial statements

Advanced Water Technology Holdings, Inc.

(formerly known as Alchemical Capital Corp)

(A Development Stage Company)

Notes to Financial Statements

September 30, 2011

NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

ORGANIZATION

Advanced Water Technology Holdings, Inc. (the “Company”), formerly known as Alchemical Capital Corp., is a development stage company incorporated in Florida on June 16, 2008. On November 24, 2010, the

Company re-domiciled to Delaware and changed its name to Advanced Water Technology Holdings, Inc.

The Company intends to acquire and operate businesses which as a whole develop, license, manufacture, market, and/or distribute advanced water technology products and services on a worldwide basis. At September 30, 2011, the Company had not yet commenced any formal business operations and all activity to date related to the Company formation, capital stock issuance, professional fees with regard to proposed Securities and Exchange Commission (“SEC”) filing and identification of businesses. The Company's fiscal year ends on December 31st.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s Plan to Continue as a Going Concern

The Company has met its historical working capital requirements from the sale of its capital shares and loans from shareholders. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. In order to minimize the financial burden on the Company, Advanced Water Technologies, Inc., the Company’s majority shareholder, has agreed to provide non-interest bearing demand loans to the Company to pay the Company’s annual audit fees, filing costs, legal fees and other costs as long as the Board of Directors of the Company and Advanced Water Technologies, Inc. deem it necessary. The Company will account for each such payment as a demand loan and, accordingly, be recorded as a current liability on the Company’s books. There can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.

Development Stage Risk

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

NOTE 2 – ACCOUNTING POLICIES

BASIS OF PRESENTATION – DEVELOPMENT STAGE COMPANY

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC 915 “Development Stage Entities”, which was previously Financial Accounting Standards Board Statement No. 7. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity/(deficit) and cash flows disclose activity since the date of the Company’s inception. The unaudited financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

EARNINGS PER SHARE

The Company computes earnings per share in accordance with the Accounting Standards Codification (“ASC”) 260 “Earnings per Share” which was previously Statement of Accounting Standards No. 128, "Earnings per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

USE OF ESTIMATES

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 certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

INCOME TAXES

The Company accounts for income taxes as outlined in ASC 740 “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

RELATED PARTIES

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 3 – SHAREHOLDERS’ EQUITY

On June 16, 2008, the Company issued 3,000,000 shares of common stock to its initial shareholder in exchange for $3,000.

On April 21, 2010, Willowhuasca Wellness, Inc., a Florida corporation, and Narayan Capital Funding Corp., a Florida corporation (each a “Seller” and collectively, the “Sellers”), completed the sale of 2,970,000 shares of common stock of Advanced Water Technology Holdings, Inc., to Advanced Water Technologies, Inc. (the “Purchaser”).

The sale resulted in the transfer of ninety-nine percent (99%) of the issued and outstanding shares of capital stock of the Company to the Purchaser, which resulted in a change in control of the Company. Narayan Capital Funding Corp. retains 27,000 shares of common stock and Willowhuasca Wellness, Inc. retains 3,000 shares of common stock, representing an aggregate of one (1%) percent of the issued and outstanding shares of capital stock of the Company retained by the Sellers.

Sellers and Purchaser agreed that, during the six (6) month period following April 21, 2010 (the “Closing Date”), the Purchaser may effect a reverse split or a forward split event (each a “Recapitalization Event”) so long as such Recapitalization Event effects all shareholders immediately prior to the recapitalization on a pro rata basis.

Each of the Sellers severally agreed to lock up, leak-out provisions that will last with an agreed lock-up, leak-out of no more than ten (10%) percent per day of the daily trading volume in a single day and no more than a cumulative of ten (10%) percent per month of the monthly volume and no more than ten (10%) percent per month of their total share ownership as measured by their initial holding, of the each of the Sellers individual ownership interest percentage of the shares of Common Stock, as measured on the date that the shares of Common Stock become free trading shares AND are eligible for trading on the OTCBB, AMEX, NASDAQ or NYSE Stock Market, whichever listing or quotation occurs first. In addition, if the trading strike price falls below Two Dollars ($2.00) during the first (1st) year of trading, Purchaser agrees to provide both Sellers with an additional Thirty Thousand (30,000) Shares of Common Stock, to be divided equally pursuant to the Sellers individual ownership percentage.

On November 24, 2010 the Company re-domiciled from the State of Florida to the State of Delaware and increased the Company’s authorized shares of common stock to 75,000,000 shares, par value $0.0001, and shares of preferred stock to 25,000,000 par value $0.0001.

The Company effected a forward stock split of the common stock at a forward split ratio of 2.25-for-1, pursuant to a plan approved by the Company’s Board of Directors. As a result of the forward stock split, every pre-split share of common stock issued was automatically exchanged for 2.25 post-split share of the common stock, $0.0001 par value per share, with any fractional shares resulting from the exchange being rounded up to the nearest whole share. Accordingly, the number of shares of the Company’s common stock issued and outstanding has been increased from 3,000,000 shares to approximately 6,750,000 shares, without accounting for fractional shares.

NOTE 4 – INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Net deferred tax assets consist of the following components as of:

	Sep 30			December 31
	2011			2010
Deferred Tax Asset		19,281			14,850
Valuation allowance		(19,281	)		(14,850	)
Net deferred tax asset		—			—

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for the periods ended September 30, 2011 and December 31, 2010, were $56,708 and 43,676, respectively, and for federal income tax reporting purposes are subject to annual limitations. Should a change in our ownership occur the net operating loss carry forwards may be limited as to their use in future years.

NOTE 5 - RELATED PARTY TRANSACTIONS

On April 21, 2010, the Company’s majority shareholder before the change in control or stock transfer canceled loans to the Company in the amount of $27,910 and, as a result, such amount increased paid in capital to the Company.

After the change in control, the Company’s majority shareholder, Advanced Water Technologies, Inc. has provided loans to the Company in the amount of $7,238 as of September 30, 2011. The Company does not lease or rent any property. Office space and services are provided without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed on April 14, 2011 with the SEC and are hereby referenced.

The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationships with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.

For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other SEC reports and filings. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Advanced Water Technology Holdings, Inc., a Delaware corporation, was incorporated in the State of Florida on June 16, 2008 as Alchemical Capital Corporation (“ACC”) with the objective of effecting a business combination with a target business that desired to utilize its status as a reporting corporation under the Exchange Act. Advanced Water Technologies purchased ACC on April 21, 2010, and redomiciled it, solely for the purpose of redomiciling, from the State of Florida to the State of Delaware on November 24, 2010, and renamed it Advanced Water Technology Holdings, Inc.

Presently, we are not in a position to meet our cash requirements for the next 12 months, as we do not have any cash. From inception, our shareholders have committed to make loans to us on an as needed basis. There are no further commitments, agreements or understandings of any kind with respect to any loans or advances to be made on our behalf.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues, has used cash flows in operations of $38,148 from June 16, 2008 (inception) to September 30, 2011 and has an accumulated deficit of $56,708 through September 30, 2011. This raises substantial doubt about our ability to continue as a going concern, as expressed in the opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

We have not yet established any source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital or loans to fund operating losses until we become profitable. If we are unable to obtain adequate capital or loans, we could be forced to cease operations. There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.

Critical Accounting Policies and Estimates

A summary of significant accounting policies is provided in Note 2 to our financial statements included in our filing on Form 10-K with the SEC on April 14, 2011. Our CEO and sole director believes the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition.

The preparation of financial statements in conformity with generally accepted accounting principles requires our sole officer and director 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 period. Actual results will differ from those estimates.

Plan of Operation

AWTH’s intent is to acquire and operate businesses which develop, manufacture, license, and/or distribute advance water technology products and services on a worldwide basis, with a focus on emerging markets including China. To date, we have neither engaged in any operations nor generated any revenue. The continuation of our business is dependent upon our ability to obtain adequate financing arrangements, and ultimately, engage in future profitable operations.

Summary of Results of Operations

Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.

Results for the Quarter Ended September 30, 2011 Compared to the Quarter Ended September 30, 2010

Revenues. The Company’s revenues for the quarter ended September 30, 2011 and September 30, 2010 were $0. There were no sales during these periods.

Cost of Revenues. The Company’s cost of revenues for the quarter ended September 30, 2011 and September 30, 2010 were $0. There were no costs of revenues because no sales were made by the Company.

General and Administrative Expenses. General and administrative expenses for the quarter ended September 30, 2011 and September 30, 2010 were $1,635 and $1,178, respectively. General and administrative expenses consisted primarily of professional service fees for the quarter ended September 30, 2011, and September 30, 2010.

Net Loss. Net loss for the quarter ended September 30, 2011 and September 30, 2010 were $(1,635) and $(1,178), respectively. The net loss was related to general and administrative expenses and no revenues for the periods indicated.

For the period ended September 30, 2011, we had an accumulated deficit of $(56,708).

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its shareholders.

As of September 30, 2011, total current assets were $0.

As of September 30, 2011, total current liabilities were $25,798, which consisted of accounts payable in the amount of $18,560 and a shareholder loan in the amount of $7,238. As of December 31, 2010, total current liabilities were $12,766, which consisted of accounts payable in the amount of $5,528 and a shareholder loan in the amount of $7,238. We had negative net working capital of ($25,798) as of September 30, 2011, compared to negative net working capital of $(12,766) as of December 31, 2010.

During the nine month period ended September 30, 2011, operating activities used no cash. During the nine month period ended September 30, 2010, operating activities used cash of $9,132. The cash used by operating activities during the nine month period ended September 30, 2010 was related to general and administrative expenses. All of the cash during that period was provided by shareholder loans, which was the Company’s sole source of cash for the period ended September 30, 2010.

Intangible Assets

There were no intangible assets as of September 30, 2011.

Material Commitments

There were no material commitments as of September 30, 2011.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required for Smaller Reporting Companies.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal controls over financial reporting during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

Based on the assessment performed, management has concluded that the Company’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements as of September 30, 2011 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in the Company’s internal control over financial reporting as of September 30, 2011.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not subject to any material pending or threatened litigation.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities/Use of Proceeds

None.

Item 3. Defaults on Senior Securities

None.

Item 4. Reserved

Item 5. Other Information

None.

Item 6. Exhibits

(a)	Exhibits
	Exhibit 31.1	302 Certification – Basilio Chen
	Exhibit 32.1	906 Certification – Basilio Chen

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ADVANCED WATER TECHNOLOGY HOLDINGS, INC.

DATE: November 9, 2011

By: /s/ Basilio Chen

Basilio Chen

President, Secretary and Treasurer

(Principal Accounting Officer and Authorized

Officer)

Advanced Water Technology Holdings, Inc.

Index to Exhibits

Exhibit Number	Description

Exhibit 31.1	302 Certification – Basilio Chen
Exhibit 32.1	906 Certification – Basilio Chen

Advanced Water Technology Holdings, Inc. 10-Q