~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X]	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2011.
	For the quarterly period ended March 31, 2012.
[ ]	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _______.

Commission File Number: 000-26175

China Water Group, Inc.

(Exact name of small business issuer as specified in its charter)


Nevada		88-0409151
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Suite 7A01, Baicheng Building

584 Yingbin Road

Dashi, Panyu District

Guangzhou, Guangdong, China

(Address of principal executive offices)

86-20-3479 9708

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

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~~ ~~[ ] No [X]~~

Yes [ ] No [X]

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


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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 169,133,450 shares of common stock, par value $.0001 per share, as of ~~September~~March 3031, ~~2011~~2012.

Transitional Small Business Disclosure Format (Check one). Yes [ ] No [X]

PART I – FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

CHINA WATER GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND ~~2010~~2011

(UNAUDITED)

INDEX TO FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 31, ~~2011~~2012

Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	2
Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011	2
Consolidated Statements of Operations for the Three and Nine Months Ended
Consolidated Statements of Operations for the Three Months Ended
September 30, 2011 and 2010	3
March 31, 2012 and 2011	3
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2011 and 2010	4
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011	4
Consolidated Statements of Cash Flows for the Nine Months Ended
Consolidated Statements of Cash Flows for the Three Months Ended
September 30, 2011 and 2010	5
March 31, 2012 and 2011	5
Notes to Consolidated Financial Statements	6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6

CHINA WATER GROUP, INC.

~~Consolidated~~CONSOLIDATED ~~Balance~~BALANCE ~~Sheets~~SHEETS

	September 30,	December 31,
	March 31,		December 31,
	2011	2010
Assets	2012		2011
	(Unaudited)
Current assets:	(Unaudited)		(Audited)
Assets
Cash and cash equivalents	$ 89,093		$ 157,955
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $773,539 and $746,439 as of March 31, 2012 and December 31, 2011, respectively	47,595		40,099
Cash and cash equivalents	$ 32,550	$ 23,873
Inventory	252,246		243,404
Accounts receivable, net of allowance for doubtful accounts of $744,627 and	103,745	31,413
Due from related company	-		101,138
$721,788 as of September 30, 2011 and December 31, 2010, respectively
Other current assets	235,876		30,515
Inventory	237,569	245,873
Total current assets	624,810		573,111
Receivable for disposal of Evergreen	1,252,000	1,213,600
Property, plant and equipment, net	881,291		988,380
Other current assets	97,752	142,364
Intangible assets, net	213,540		216,185
Total current assets	1,723,616	1,657,123
Goodwill	6,247,964		6,167,114
Property, plant and equipment, net	1,098,796	1,046,381
Total assets	$ 7,967,605		$ 7,944,790
Intangible assets, net	216,229	212,675
Liabilities
Goodwill	6,559,249	6,128,051
Current liabilities:
Total assets	$ 9,597,890	$ 9,044,230
Accounts payable and accrued expenses	$ 215,852		$ 155,954
Liabilities
Due to shareholders	287,506		326,683
Current liabilities:
Due to related companies	444,962		288,555
Warrant liability	$ 4,190	$ 36,859
Due to affiliated companies	2,122,919		2,110,848
Accounts payable	201,223	163,851
Other current liabilities	2,023,021		1,825,385
Accrued expenses	1,390,465	1,380,226
Total current liabilities	5,094,260		4,707,425
Due to shareholders	344,950	282,727
Long-term liabilities
Due to related companies	3,517,265	3,115,298
Long-term bank loan	2,327,010		2,361,000
Due to affiliated companies	2,098,779	2,034,407
Total long-term liabilities	2,327,010		2,361,000
Other current liabilities	457,376	410,751
Total liabilities	7,421,270		7,068,425
Total current liabilities	8,014,248	7,424,119
Equity
Other payables for acquisition of a subsidiary	-	5,950,000
Stockholders' equity:
Total liabilities	8,014,248	13,374,119
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding
Equity
Common stock, $0.001 par value, 200,000,000 shares authorized, 169,133,450 and 169,133,450sharesissued and outstanding at March 31, 2012 and December 31, 2011, respectively	169,133		169,133
Stockholders' equity:
Additional paid-in capital	12,051,782		12,051,782
Preferred stock, $0.001 par value, 50,000,000 shares authorized,
Accumulated deficit	(13,490,261)		(13,126,728)
no shares issued and outstanding	-	-
Accumulated other comprehensive income	2,291,374		2,230,131
Common stock, $0.001 par value, 200,000,000 shares authorized,
Total stockholders' equity	1,022,028		1,324,318
169,133,450 and 139,383,450 shares issued and outstanding
Non-controlling interest	(475,693)		(447,953)
at September 30, 2011 and December 31, 2010, respectively	169,133	139,383
Total equity	546,335		876,365
Additional paid-in capital	12,051,782	6,131,532
Total liabilities and equity	$ 7,967,605		$ 7,944,790
Accumulated deficit	(12,382,549)	(12,049,057)
The accompanying notes are an integral part of these consolidated financial statements.
Accumulated other comprehensive income	2,170,170	1,831,989
Total stockholders' equity	2,008,536	(3,946,153)
Noncontrolling interest	(424,894)	(383,736)
Total equity	1,583,642	(4,329,889)
Total liabilities and equity	$ 9,597,890	$ 9,044,230

The accompanying notes are an integral part of these consolidated financial statements.

CHINA WATER GROUP, INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Operations~~ OPERATIONS

(Unaudited)

	Three Months Ended September 30,		Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2011	2010	2011	2010
	2012	2011
Sales	$ 89,554	$ 43,375
Third parties	$ 137,189	$ 95,073	$ 259,898	$ 241,010
Cost of sales	65,948	33,219
Related parties	-	27,232	-	27,232
Gross profit	23,606	10,156
Total sales	137,189	122,305	259,898	268,242
Operating expenses:
Cost of sales
Selling and distribution expenses	30,928	34,482
Third parties	71,578	51,893	156,133	144,311
General and administrative expenses	336,272	166,702
Related parties	-	14,841	-	14,841
Total operating expenses	367,200	201,184
Total cost of sales	71,578	66,734	156,133	159,152
Loss from operations	(343,594)	(191,028)
Gross profit	65,611	55,571	103,765	109,090
Other income (expense):
Operating expenses:
Interest expense	(45,763)	34
Selling and distribution expenses	36,841	49,584	109,274	109,246
Gain on financial instruments	-	14,588
General and administrative expenses	145,557	90,191	382,499	347,471
Other expenses	621	(177)
Total operating expenses	182,398	139,775	491,773	456,717
Total other income (expense)	(45,142)	14,445
Loss from operations	(116,787)	(84,204)	(388,008)	(347,627)
Loss before income taxes	(388,736)	(176,583)
Other income (expense):
Provision for income taxes	10	203
Interest income (expense)	607	(69)	(3)	(311)
Net loss	(388,746)	(176,786)
Gain on financial instruments	7,497	4,058	32,669	92,061
Less: net loss attributable to noncontrolling interest	(25,213)	(13,484)
Other income (expense)	(3,341)	3,532	(5,337)	(16,254)
Net loss attributable to China Water Group, Inc.	$ (363,533)	$ (163,302)
Total other income	4,763	7,521	27,329	75,496
Basic loss per share	$ (0.00)	$ (0.01)
Loss before income taxes	(112,024)	(76,683)	(360,679)	(272,131)
Diluted loss per share	$ (0.00)	$ (0.01)
Provision for income taxes	907	2	1,391	419
Basic	169,133,450	160,869,561
Net loss	(112,931)	(76,685)	(362,070)	(272,550)
Diluted	169,133,450	160,869,561
Less: net loss attributable to noncontrolling interest	(9,580)	(7,429)	(28,578)	(32,685)
The accompanying notes are an integral part of these consolidated financial statements.
Net loss attributable to China Water Group, Inc.	$ (103,351)	$ (69,256)	$ (333,492)	$ (239,865)
Basic loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding
Basic	169,133,450	139,383,450	166,409,091	139,383,450
Diluted	169,133,450	139,383,450	166,409,091	139,383,450

The accompanying notes are an integral part of these consolidated financial statements.

CHINA WATER GROUP, INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Comprehensive~~COMPREHENSIVE ~~Income (Loss)~~INCOME

(Unaudited)

	Three Months Ended		Nine Months Ended
	For the Three Months Ended
	September 30,		September 30,
	March 31,
	2011	2010	2011	2010
	2012	2011
Net loss	$ (~~112~~388,~~931~~746)	$ (76176,~~685~~786)	~~$ (362,070)~~	~~$ (272,550)~~
Other comprehensive income
Foreign currency translation adjustment	~~121~~58,~~170~~716	~~171~~68,~~450~~439	~~325,601~~	~~214,446~~
Total other comprehensive income	~~121~~58,~~170~~716	~~171~~68,~~450~~439	~~325,601~~	~~214,446~~
Total Comprehensive income (loss)	8(330,~~239~~030)	94(108,~~765~~347)	~~(36,469)~~	~~(58,104)~~
Less: comprehensive loss attributable to
Less: comprehensive loss attributable to the non-controlling interest	(27,740)	(16,060)
the noncontrolling interest	(14,374)	(13,223)	(41,158)	(39,635)
Comprehensive income (loss) attributable to China Water Group, Inc.	(302,290)	(92,287)
Comprehensive income (loss) attributable to
The accompanying notes are an integral part of these consolidated financial statements.
China Water Group, Inc.	$ 22,613	$ 107,988	$ 4,689	$ (18,469)

The accompanying notes are an integral part of these consolidated financial statements.

CHINA WATER GROUP, INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Cash~~CASH ~~Flows~~FLOWS

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2011		2010
	2012		2011
Cash flows from operating activities:
Net loss	$	(~~362~~388,~~070~~746)	$	(~~272~~176,~~550~~786)
Adjustments to reconcile net income to net cash provided by (used in) Operating activities:
Depreciation and amortization		90139,~~500~~525		6025,~~361~~035
Gain on financial instruments		(32,669)		(92,061)
Provision for bad debt		4,140		(14,588)
Changes in operating assets and liabilities :
Accounts receivable		(7030,~~263~~141)		80(29,~~512~~537)
Inventory		15(7,~~841~~461)		~~2,274~~(239)
Other current assets		48(185,~~378~~603)		~~(44~~14,~~350)~~132
Accounts payable		31,703		18,069
Accounts payable and Accrued expenses		59,089		4,903
Accrued expenses		8,354		(77,861)
Income tax payable		10		-
Other current liabilities		33195,~~121~~036		(~~194~~30,~~580~~857)
Total adjustments		~~124~~174,~~965~~595		(~~247~~31,~~636~~326)
Net cash provided used in operating activities		(237,105)		(520,186)
Net cash used in operating activities		(214,151)		(208,112)
Cash flows from investing activities:
Acquisition of property, plant and equipment		(~~105~~23,~~863~~887)		~~(35,469)~~-
Acquisition of intangible assets		(524)		-
Due from related company		101,859		-
Net cash used in investing activities		(106,387)		(35,469)
Net cash provided by investing activities		77,972		-
Cash flows from financing activities:
Due to shareholders		52(41,~~473~~103)		~~271,330~~-
Due to related companies		~~298~~154,~~820~~974		59696,~~902~~359
Due to affiliated companies		-		245,863
Long-term borrowing		(47,557)		-
Net cash provided by financing activities		~~351~~66,~~293~~314		~~577~~696,~~095~~359
Effect of foreign currency translation on cash and cash equivalents		~~876~~1,003		1,~~003~~826
Net increase in cash and cash equivalents		8(68,~~677~~862)		22490,~~443~~073
Cash and cash equivalents - beginning		23157,~~873~~955		3023,~~497~~873
Cash and cash equivalents - ending	$	3289,~~550~~093	$	52513,~~940~~946
Supplemental schedule of non-cash activities:
Issuance of common stock pursuant to conversion of other payables for acquisition of a subsidiary		~~5,950,000~~-		-5,950,000
The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

CHINA WATER GROUP, INC.

~~Notes~~NOTES toTO ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

In these notes, the terms “CHWG,” “we,” “us,” “our” and “the Company” mean China Water Group, Inc. (formerly China Evergreen Environmental Corporation) and subsidiary companies.

We were organized as a Nevada corporation on September 10, 1996 under the name “Discovery Investments, Inc.” and were previously engaged in the business of seeking, investing and, acquiring an interest in various business opportunities.

On October 15, 2004, we were subject to the reverse acquisition by Evergreen Asset Group Limited, an International Business Company organized under the laws of the British Virgin Islands (“Evergreen”), pursuant to which we acquired 100% of the outstanding shares of Evergreen capital stock in exchange for a controlling interest in our common stock. Pursuant to a securities purchase agreement dated September 9, 2004, as amended, we issued 83,500,000 shares of our common stock (representing 83.5% of our outstanding capital stock) in exchange for all of the issued and outstanding shares of Evergreen capital stock transferred to us by the Evergreen shareholders at the closing (the “Reverse Acquisition”). Following the close of the Reverse Acquisition, we changed our corporate name from “Discovery Investments, Inc.” to “China Evergreen Environmental Corporation.” On November 7, 2006, we changed our name to “China Water Group, Inc.” to reflect our focus on China’s water treatment and supply needs.

As a result of the Reverse Acquisition, Evergreen became our wholly owned subsidiary. Evergreen has three majority owned subsidiaries: Guang Dong Xin Xing Mei Biology Company Limited (“Xinxingmei”), and Hai Yang City Sheng Shi Environment Protection Company Limited (“Haiyang”). Through Xinxingmei and Haiyang, we provide wastewater turn-key engineering, equipment and chemical trading. Evergreen then holds 90% of Xinxingmei. Xinxingmei provides turn-key wastewater treatment engineering design and contracting. Xinxingmei also holds 90% and 35% respectively in the equity interest of the following two water treatment facilities operated through build, operate and transfer (“BOT”) arrangements with the PRC government: (i) Tian Jin Shi Sheng Water Treatment Company Limited (“Tian Jin”), which commissioned water treatment in November 2003 and has a daily treatment capacity of approximately 10,000 cubic meters and (ii) Xin Le Sheng Mei Water Purifying Company Limited (“Xin Le”), which also commissioned water treatment in November 2003 and has a daily treatment capacity of 40,000 cubic meters. Xinxingmei was retained to manage both Tian Jin and Xin Le.

The principal activities of the Company were the research and development of waste water, garbage treatment and aqueous purifying techniques, investment and construction of waste water treatment plant and sales of environment protection related products. The Company is now engaged in the production, sales and marketing of the bottled water.

On January 8, 2008, the Chinese government approved the sale of Evergreen’s 58% of the total equity interest in Guang Dong Xin Xing Mei Biology Company Limited (“Xinxingmei”) to Wenming Pu at a total consideration of RMB 7,308,600. After completing the transfer formalities, Evergreen held 32% of total equity of Xinxingmei, instead of the previous 90% interest.

On January 23, 2008, the Chinese government approved China Water Group Inc’s. acquisition of 90% equity interest in Guangzhou Xinchen Water Company Limited from Fortune Luck Global International Limited. Guangzhou Xinchen Water Company Limited owns 100% equity interest of Aba Xinchen Dagu Glacier Spring Co., Limited. The acquisition was completed for a consideration of $13.45 million, of which $7.5 million was paid in cash, and the remaining $5.95 million will be paid in the future. The primary reason for the acquisition was to enter into the bottled water industry. The Company recorded a liability of $5.95 million, which represented the fair value of stock calculated based on US$ 0.2 per share, with reference to contemporaneous prices of the Company’s common stock on the Pink Quote, with total of 29.75 million shares. Approximately $13 million of the purchase price of $13.45 million was assigned to goodwill as the net asset of Aba Xinchen Dagu Glacier Spring Co., Limited. was minimum at the acquisition date (see Note 7). On January 26, 2011, the Company issued 29.75 million shares of its common stock to Fortune Luck Global International Limited to settle the $5.95 million remaining purchase price incurred for the acquisition.

~~CHINA~~On ~~WATER~~January ~~GROUP~~8, ~~INC~~2008, the Chinese government approved the sale of Evergreen’s 58% of the total equity interest in Guang Dong Xin Xing Mei Biology Company Limited (“Xinxingmei”) to Wenming Pu at a total consideration of RMB 7,308,600. After completing the transfer formalities, Evergreen held 32% of total equity of Xinxingmei, instead of the previous 90% interest.

~~Notes~~On January 23, 2008, the Chinese government approved China Water Group Inc’s. acquisition of 90% equity interest in Guangzhou Xinchen Water Company Limited from Fortune Luck Global International Limited. Guangzhou Xinchen Water Company Limited owns 100% equity interest of Aba XinchenDagu Glacier Spring Co., Limited. The acquisition was completed for a consideration of $13.45 million, of which $7.5 million was paid in cash, and the remaining $5.95 million will be paid in the future. The primary reason for the acquisition was to ~~Consolidated~~enter ~~Financial~~into ~~Statements~~the bottled water industry. The Company recorded a liability of $5.95 million, which represented the fair value of stock calculated based on US$ 0.2 per share, with reference to contemporaneous prices of the Company’s common stock on the Pink Quote, with total of 29.75 million shares. Approximately $13 million of the purchase price of $13.45 million was assigned to goodwill as the net asset of Aba XinchenDagu Glacier Spring Co., Limited. was minimum at the acquisition date (see Note 7). On January 26, 2011, the Company issued 29.75 million shares of its common stock to Fortune Luck Global International Limited to settle the $5.95 million remaining purchase price incurred for the acquisition.

In January, 2009, the Company sold 100% of the equity interest in Evergreen to Whole Treasure Investment Ltd. at a total consideration of RMB 19,000,000 (~~Unaudited~~approximately $2,784,450). After completing the transfer formalities, the Company no longer holds any share in Evergreen. As of March 31, 2012, the receivable for disposal of Evergreen was $0.

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS (CONTINUED)

In January, 2009, the Company sold 100% of the equity interest in Evergreen to Whole Treasure Investment Ltd. at a total consideration of RMB 19,000,000 (approximately $2,784,450). After completing the transfer formalities, the Company no longer holds any share in Evergreen. As of September 30, 2011, the receivable for disposal of Evergreen was $1,252,000.

On February 26, 2009, Guangzhou Xinchen Water Company established a subsidiary, Chengdu Jiuqiannian Water Company, in the PRC as a wholly-owned limited liability company with registered capital of RMB 500,000 (approximately $73,250).

On August 24, 2009, Guangzhou Xinchen Water Company established a subsidiary, Beijing Jiuqiannian Trading Company Ltd., in the PRC as a wholly-owned limited liability company with registered capital of RMB 300,000 (approximately $43,971).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company’s consolidated financial statements include the accounts of its controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of ~~management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.~~

In preparing the accompanying unaudited consolidated financial statements, the Company evaluated the period from September 30, 2011 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. (see Note18)7

management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

In preparing the accompanying unaudited consolidated financial statements, the Company evaluated the period from March 31, 2012 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. (See Note17)

INTERIM FINANCIAL STATEMENTS

These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, ~~2010~~2011, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements followed the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, ~~2010~~2011.

FINANCIAL INSTRUMENTS

The carrying amounts of all financial instruments approximate their fair value. The carrying amounts of cash, accounts receivable, related party receivables, unsecured loans, accounts payable and related party payables approximate their fair value due to the short-term nature of these items. The carrying amounts of borrowings approximate their fair value based on our expected borrowing rate for debt with similar remaining maturities and comparable risk.

NOTE 3 – INVENTORY

Inventory as of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011 consisted of the following:

	September 30,	December 31,
	March 31,	December 31,
	2011	2010
	2012	2011
Raw materials	$ 92100,~~835~~925	$ ~~110~~101,~~193~~620
Finished goods	~~144~~151,~~734~~321	~~135~~141,~~680~~784
Total	$ ~~237~~252,~~569~~246	$ ~~245~~243,~~873~~404

CHINA WATER GROUP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consisted mainly of prepayments to vendors for goods and services. The balance of other current assets as of September 30, 2011 and December 31, 2010 was $ 97,752 and $142,364, respectively.


	March 31,	December 31,
	2012	2011

Prepayments to vendors	$ 170,710	$ 16,891
Other receivables	65,166	13,624
Total	$ 235,876	$ 30,515

Other current assets consisted mainly of prepayments to vendors for goods and services, rent deposit and petty cash for employees. The balance of other current assets as of March 31, 2012 and December 31, 2011 was $235,876 and $30,515, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net as of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011 consists of the following:

September 30, 2011 December 31, 2010


	March 31, 2012	December 31, 2011

Office equipment	$ 44,597	$ 41,382
Furniture and fixtures	1,190	4,304
Motor vehicles	354,577	352,317
Building and structure	263,383	261,885
Bottled water production equipment	897,146	868,412
Subtotal	1,560,893	1,528,300
Less: accumulated depreciation	687,790	548,062
		980,238
Construction in progress	8,188	8,142
Total	$ 881,291	$ 988,380

~~Office~~Depreciation ~~equipment~~expense for the three months ended March 31, 2012 and 2011 was $43,509 and $23,855, respectively.

$ 5,833

$ 5,654

Furniture and fixtures

52,721

32,521

Motor vehicles

336,554

257,821

Building and structure

245,860

263,780

Bottled water production equipment

902,411

750,578

Subtotal

1,543,379

1,310,354

Less: accumulated depreciation

451,739

352,410

1,091,640

957,944

Construction in progress

7,156

88,437

Total

$ 1,098,796

$ 1,046,381

Depreciation expense for the three months ended September 30, 2011 and 2010 was $33,749 and $19,870, respectively, and for the nine months ended September 30, 2011 and 2010 was $86,849 and $58,171, respectively

NOTE 6 – INTANGIBLE ASSETS

Intangible assets at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011 consist of the following:

	September 30, 2011	December 31, 2010
	March 31, 2012	December 31, 2011
Rights to use land	$ ~~237~~218,~~619~~175	$ ~~229~~238,~~815~~734
Less: accumulated amortization	214,~~390~~635	1722,~~140~~549
Total	$ ~~216~~213,~~229~~540	$ ~~212~~216,~~675~~185

Amortization expense for the three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 was $1,~~162~~195 and $~~734~~1, ~~and for the nine months ended September 30, 2011 and 2010 was $3,651 and $2,190, respectively~~180.

NOTE 7 - GOODWILL

On January 23, 2008, the Company completed its acquisition of 90% equity interest in Guangzhou Xinchen Water Company Limited from Fortune Luck Global International Limited for a consideration of $13.45 million. Goodwill, which is equal to the excess of cost over the fair value of acquired assets, has been recorded in conjunction with the acquisition. Goodwill is accounted for in accordance with ASC 350 (formerly SFAS 142). Under ASC 350, goodwill is not amortized and is subject to impairment test, at least annually, when events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The test of goodwill impairment consists of two steps. First, the identification of potential impairment is performed by comparing the fair value of the reporting unit to its carrying amount, including goodwill. The Company estimates the fair value of the reporting unit using a discounted cash flow (“DCF”) model. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 450-10 (formerly SFAS No 141(R)), “Business Combinations”. After recognizing an impairment loss of $7,499,608 at December 31, 2010, the adjusted balance of goodwill at September 30, 2011 was as follows:

CHINA WATER GROUP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Balance as of December 31, 2010	$ 6,128,051
Foreign currency exchange adjustment	431,198
Adjusted balance as of September 30, 2011	$6,559,249

NOTE 8 - WARRANT LIABILITY

The fair values of the warrant liability as of September 30, 2011 and December 31, 2010 were as following:

	September 30, 2011	December 31, 2010
Warrants issued in April 2005,
at fair value	$ 4,190	$ 4,659
Shares issued in September 2005,
accounted for as liability	-	32,200
Total	$ 4,190	$ 36,859

The Company conducted a private placement in April 2005 (“April Private Placement”) of 20 investment units, at $25,000 per unit, for gross proceeds of $500,000. Each unit consisted of (a) a 12% convertible debenture in the original principal amount of $25,000, convertible into shares of our common stock at the rate of the lesser of (i) $0.20 per share or (ii) a 10% discount to the price per share of common stock (or conversion price per share of common stock) of the next private placement conducted by us prior to any conversion of the debenture, and (b) 125,000 detachable warrants to purchase one share each of our common stock at an exercise price of $0.20 per share, expiring ten years from their date of issuance (“April Warrants”). As a result of the September 2005 private placement, pursuant to Section 5(d) of the warrant agreement, the exercise price has been adjusted to $0.15 per share on September 14, 2005. The debentures were due and payable August 1, 2005. The debenture holders, however, extended the payment period to September 30, 2005. The debentures were converted into 3,703,701 shares of common stock on October 1, 2005.

The Company used the Binomial Option Pricing Model in calculating the fair market value of the April Warrants and allocated $148,531, $74,266 and $185,664 of the $408,461 net proceeds to the Convertible Debenture, the Bifurcated Conversion Feature of the Debenture and the April Warrants, respectively. The differences between the fair value of each of the Convertible Debenture, the Bifurcated Conversion Feature of the Debenture and the April Warrants and the respective allocated amounts are recorded as non-cash financing charges and expensed at the date of issuance. The principal assumptions used in the computation of the April Warrants are: expected term of 10 years; a risk-free rate of return of 4.24%; dividend yield of zero percent; and a volatility of 70%.

The Company granted to the holders of the April Warrants certain piggy-back and demand registration rights. Pursuant to the agreements surrounding the April Private Placement, in the event that the Company determined to undertake a registration of securities, the Company would include, at the request of the holder of “Registrable Securities”, the Registrable Securities in the registration statement. If the Company did not file a registration statement by the 120th day from the closing of such financing, and the Company shall have received a written request signed by the holders holding the majority of the Registrable Securities, then the Company was obligated to file, at its expense, a registration statement covering the Registrable Securities. Once such registration statement has been filed and declared effective, the Company is obligated to keep such registration statement effective until the earlier of (i) the date that all of the Registrable Securities have been sold pursuant to such registration statement, (ii) all Registrable Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (iii) all Registrable Securities may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act. As of September 30, 2011, the Company has not received any written request signed by the holders holding the majority of the Registrable Securities.

~~CHINA~~subject ~~WATER~~to ~~GROUP~~impairment test, ~~INC~~at least annually, when events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The test of goodwill impairment consists of two steps. First, the identification of potential impairment is performed by comparing the fair value of the reporting unit to its carrying amount, including goodwill. The Company estimates the fair value of the reporting unit using a discounted cash flow (“DCF”) model. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 450-10 (formerly SFAS No 141(R)), “Business Combinations”. After recognizing an impairment loss of $7,499,608 at December 31, 2010, the adjusted balance of goodwill at March 31, 2012 was as follows:

Notes to Consolidated Financial Statements


Balance as of December 31, 2011	$ 6,167,114
Foreign currency exchange adjustment	80,850
Adjusted balance as of March 31, 2012	$ 6,247,964

~~(Unaudited)~~NOTE 8 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

~~NOTE~~Accounts 8payable -and ~~WARRANT~~accrued ~~LIABILITY~~expenses as ~~(CONTINUED)~~of March 31, 2012 and December 31, 2011 consist of the following:

Under ASC 815-40-05, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock, the fair value of the April Warrants should be reported as a liability. Pursuant to the related warrant agreement, because there is currently no effective registration statement covering the shares of common stock underlying these warrants, these warrants are currently subject to a cashless exercise whereby the warrant holders may surrender their warrants to the company in exchange for shares of common stock. The number of shares of common stock into which a warrant would be exchangeable in such a cashless exercise depends on both the exercise price of the warrants and the market price of the common stock, each at or near the time of exercise. Because both of these factors are variable, it is possible that we could have insufficient authorized shares to satisfy a cashless exercise. In this scenario, if we were unable to obtain shareholder approval to increase the number of authorized shares, we could be obligated to settle such a cashless exercise with cash rather than by issuing shares of common stock. Further, ASC 815-40-05 requires that we record the potential settlement obligation at each reporting date using the current estimated fair value of the warrants, with any changes being recorded through our statement of operations. We will continue to report the potential settlement obligation as a liability until such time as the warrants are exercised or expire or we are otherwise able to modify the warrant agreement to remove the provisions which require this treatment.


	March 31, 2012	December 31, 2011
Accounts payable	$ 210,303	$ 150,437
Accrued expenses	5,549	5,517
Total	$ 215,852	$ 155,954

The ~~conversion~~carrying ~~feature~~value of ~~the~~accounts ~~convertible~~payable debenture issued in April did not qualify for the scope of exception from the provisions of SFAS 133 because the convertible debentures are convertible into a variable number of shares. As such, the conversion feature was bifurcated from the convertible debenture and ~~accounted~~accrued ~~for~~expenses asapproximates atheir ~~derivative at~~ fair value ~~with~~due ~~changes~~to ~~in fair value recorded in earnings. Upon~~ the ~~conversion~~short-term nature of ~~the~~these ~~convertible debentures in October 2005, the convertible debentures were recorded in equity as additional capital~~obligations.

~~Under~~NOTE ~~the~~9 ~~subscription~~– ~~agreement~~OTHER ~~for~~CURRENT the September Private Placement, we agreed to prepare and file with the SEC (and did so file), at our own expense, a registration statement covering the registrable securities related to that placement. We agreed that in the event that the registration statement is not declared effective by the SEC within the earlier of 120 days from the final closing or three (3) business days of clearance by the Commission to request effectiveness, we would pay to the investors in the September Private Placement liquidated damages in the amount of 2.0% of the purchase price of the registrable securities for each month until the registration statement is declared effective. These liquidated damages began accruing on January 12, 2006. We agreed that if we do not remit payment of these liquidated damages, we will pay the investors in the September Private Placement interest at the rate of 12% per year until the liquidated damages are paid in full. The subscription agreement provides that if a registration statement is not effective at any time after one year following the issuance date of the September Warrants, these liquidated damages obligations will stop accruing. As of September 14, 2006 the liquidated damages obligations stopped accruing. As of September 30, 2011, we have made an accrual of $1,324,735 for registration right liability.LIABILITIES

~~The~~Other ~~fair~~current ~~value~~liabilities ~~of the warrants liability~~ as of ~~September~~March 3031, ~~2011~~2012 ~~was~~and $4December 31,~~190~~ ~~which~~2011 ~~was~~consist ~~calculated~~of bythe ~~Binomial Option Pricing Model.~~following:

Under ASC 815-40, contracts that include any provision that could require net-cash settlements cannot be accounted for as equity. Accordingly, the proceeds of the September Private Placement allocated for par value of the common stock and the September Warrants have been recorded as a liability on the balance sheet. Upon the effectiveness of the registration statement, the amount will be recorded as equity.


	March 31, 2012	December 31, 2011
City maintenance construction tax and value added tax	$ 26,359	$ 26,116
Contribution for employee welfare plan	40,667	43,444
Customer deposits	162,124	159,809
Registration right liability	1,324,735	1,324,735
Other payables	469,136	271,281
Total	$ 2,023,021	$ 1,825,385

~~CHINA~~NOTE ~~WATER~~10 ~~GROUP,~~– ~~INC.~~DUE TO RELATED COMPANIES

~~Notes~~As of March 31, 2012 and December 31, 2011, the balance due to ~~Consolidated~~related ~~Financial~~companies ~~Statements~~was $444,962 and $288,555, respectively. This balance represents financing obtained from Guang Dong Xin Sheng Environmental Protection Company Limited (“GDXS”) and Beijing Zhao Cheng Chuang Zhan Investment Company Limited (“BJZC”) in which Mr. Pu, the Chairman of the Board, has equity interests. All amounts are non-interest-bearing, unsecured and repayable on demand.

~~(Unaudited)~~NOTE 11– DUE TO AFFILIATED COMPANIES

~~NOTE~~As 9of –March ~~ACCRUED~~31, ~~EXPENSES~~2012 and December 31, 2011, the balance due to affiliated companies was $2,122,919, and $2,110,848, respectively. This balance represents financing obtained from Guang Dong Xin Xing Mei Biology Company Limited (“Xinxingmei”). All amounts are non-interest-bearing, unsecured and repayable on demand.

~~Accrued~~NOTE ~~expenses~~12 as–LONG-TERM ofBANK ~~September 30, 2011 and December 31, 2010 consist of the following:~~LOAN

	September 30, 2011	December 31, 2010
City maintenance construction tax and value added tax	$ 27,552	$ 14,271
Contribution for employee welfare plan	38,178	41,220
Registration right liability	1,324,735	1,324,735
Total	$1,390,465	$1,380,226

The Company’s short term bank loans consisted of the follows:

NOTE 10 – OTHER CURRENT LIABILITIES


		March 31,		December 31,
		2012		2011
The interest rate is a variable rate equal to 1.5% per annum above the floating base interest for loans of the same term promulgated by the People’s Bank of China. The average annual interest rate for the year ended December 31, 2012 was approximately 7.65%. The loan was designated to finance the operation of the Company.	$	2,327,010	$	2,361,000
Total	$	2,327,010	$	2,361,000

Other current liabilities as of September 30, 2011 and December 31, 2010 consist of the following:

	September 30, 2011	December 31, 2010
Other payables	$ 302,837	$ 284,128
Customer deposits	154,539	126,623
Total	$ 457,376	$ 410,751

NOTE 11 – DUE TO RELATED COMPANIES

As of September 30, 2011 and December 31, 2010, the balance due to related companies was $3,517,265 and $3,115,298, respectively. This balance represents financing obtained from Guang Dong Xin Sheng Environmental Protection Company Limited (“GDXS”) and Beijing Zhao Cheng Chuang Zhan Investment Company Limited (“BJZC”) in which Mr. Pu, the Chairman of the Board, has equity interests. All amounts are non-interest-bearing, unsecured and repayable on demand.

NOTE 12 – DUE TO AFFILIATED COMPANIES

As of September 30, 2011 and December 31, 2010, the balance due to affiliated companies was $2,098,779, and $2,034,407, respectively. This balance represents financing obtained from Guang Dong Xin Xing Mei Biology Company Limited (“Xinxingmei”). All amounts are non-interest-bearing, unsecured and repayable on demand.

NOTE 13 – INCOME TAXES

The Company is a Nevada corporation and conducts all of its business through its Chinese subsidiaries, which solely operate in the PRC. As the Company is a U.S. holding company, it did not generate any revenues for the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, and therefore there was no income tax provision or benefit for U.S. income tax purpose.

The Company’s Chinese subsidiaries are governed by the Income Tax Law of the PRC and are subject to statutory income tax rate of 25%. For the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, the income tax provision for the Company was $~~1,391,~~10 and $~~419~~203, respectively.

On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued ~~Cai~~CaiShui ~~Shui~~ [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a Foreign Invested Entity (“FIE”) prior to January 1, 2008 to foreign investor(s) in 2008 or after will be exempt from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.

subject to WHT. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.

NOTE 14 – LOSS PER SHARE

The Company presents loss per share on a basic and diluted basis. Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding including the dilutive effect of equity securities. The weighted average number of shares calculated for diluted loss per share excludes the potential common stock that would be exercised under the warrants granted to investors because of their anti-dilutive effect.


	For the Three Months Ended March 31,
	2012	2011
Net loss attributable to CHWG	(363,533)	(163,302)

Weighted average common shares	169,133,450	160,869,561
(denominator for basic income per share)
Effect of dilutive securities:

Weighted average common shares	169,133,450	160,869,561
(denominator for diluted income per share)
Basic loss per share	$ (0.00)	$ (0.01)
Diluted loss per share	$ (0.00)	$ (0.01)

~~CHINA~~As ~~WATER~~the ~~GROUP~~April Warrants and the September Warrants are anti-dilutive, they ~~INC~~are being excluded from the calculation of diluted loss per share.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 14 – LOSS PER SHARE (CONTINUED)

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2011	2010	2011	2010
Net loss attributable to CHWG	$ (103,351)	$ (69,256)	$ (333,492)	$ (239,865)
Weighted average common shares	169,133,450	139,383,450	166,409,091	139,383,450
(denominator for basic
income per share)
Effect of dilutive securities:	-	-	-	-
Weighted average common shares	169,133,450	139,383,450	166,409,091	139,383,450
(denominator for diluted
income per share)
Basic loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

As the April Warrants are anti-dilutive, they are being excluded from the calculation of diluted loss per share.

NOTE 15 – EMPLOYEE WELFARE PLAN

The Company has established an employee welfare plan in accordance with Chinese law and regulations. The Company makes monthly contributions of 12% of all employees' salaries to the employee welfare plan.

NOTE 16 – RISK OF CONCENTRATIONS IN SALES AND PURCHASES

One major vendor accounted for approximately 5679% and 5251% of the Company’s cost for purchases for the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, respectively. Total purchases from the vendor were $34 25,~~271~~798 and $1611,~~004~~195 for the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, respectively.

~~For the nine months ended September 30, 2011 and 2010, no single customer accounted for more than 10% of the Company’s sales.~~12

One major customer accounted for approximately 13% and two major accounted 17% of the Company’s sales for the three months ended March 31, 2012 and 2011, respectively. Total sales to these customers were $50,919 and $7,369, for the three months ended March 31, 2012 and 2011, respectively.

Financial instruments which potentially subject the Company to credit risk consist principally of cash on deposit with financial institutions. Management believes that the financial institutions which hold the Company’s cash and cash equivalents are financially sound and minimal credit risk exists with respect to these investments.

NOTE 17 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following is the supplemental information relating to the consolidated statements of cash flows:

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2011	2010
	2012	2011
Cash paid for interest	$ -(45,966)	$ ~~242~~-
Cash paid for income taxes	$ ~~1,391~~10	$ ~~66,294~~203

NOTE 18 – SUBSEQUENT EVENT

OnBeijing ~~the~~Jiuqiannian ~~September~~Trading ~~30, 2011, Guangzhou Xinchen Water Co., a subsidiary of the~~ Company ~~and China Construction Bank Co.,~~ Ltd. ~~Guangzou Liwan Sub-branch~~, ~~signed an RMB 15 million ($2.37 million) loan agreement (~~the ~~“Loan~~subsidiary ~~Agreement”).~~of ~~The~~Guangzhou ~~Loan~~Xinchen ~~Agreement~~Water ~~specifies~~Company ~~the~~had ~~loan term as three years commencing from October 9, 2011,~~ a ~~variable~~cancellation ~~loan interest rate~~ of ~~equal~~registration toat ~~the~~July ~~benchmark interest rate of People’s Bank of China as in effect from time to time (currently 6.65%) plus~~ 15%, ~~resulting in a current rate of 7~~2014.~~65%. The loan proceeds will be used for the Registrant’s working capital needs to expand its bottled water operations.~~

12On the September 30, 2011, Guangzhou Xinchen Water Co., a subsidiary of the Company and China Construction Bank Co., Ltd. GuangzouLiwan Sub-branch, signed an RMB 15 million ($2.37 million) loan agreement (the “Loan Agreement”). The Loan Agreement specifies the loan term as three years commencing from October 9, 2011, a variable loan interest rate of equal to the benchmark interest rate of People’s Bank of China as in effect from time to time (currently 6.65%) plus 15% resulting in a current rate of 7.65%. The loan proceeds will be used for the Registrant’s working capital needs to expand its bottled water operations. On May,2014,this loan was repaid in full.

On the November 12, 2014, Guangzhou Xinchen Water Co., a subsidiary of the Company and China Construction Bank Co., Ltd. GuangzouLiwan Sub-branch, signed an RMB 9.5 million ($1.55 million) loan agreement (the “Loan Agreement”). The Loan Agreement specifies the loan term as two years and The annual interest rate in 6.9% commencing from On the November 12, 2014. The loan proceeds will be used for the Registrant’s working capital needs to expand its bottled water operations.

On the August 29, 2014, Guangzhou Xinchen Water Co., a subsidiary of the Company and Qianhai Equity trading center(Shenzhen) Co., ltd , signed an RMB 10 million ($1.65 million) loan agreement (the “Loan Agreement”). The Loan Agreement specifies the loan term as two years and The annual interest rate in 12.5% commencing from On the November 12, 2014. The loan proceeds will be used for the Registrant’s working capital needs to expand its bottled water operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING INFORMATION

Much of the discussion in this Item is “forward looking” as that term is used in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changes in business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the SEC.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal food regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of our public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-Q.

RESULTS OF OPERATIONS

Quarter Ended ~~September~~March 3031,~~2011~~ 2012 vs. Quarter Ended ~~September~~March 3031, ~~2010~~2011

Total revenue. We reported total revenue of $~~137~~89,~~189~~554 for the three months ended ~~September~~March 3031, ~~2011~~2012 which increased by approximately 12106% as compared to $~~122~~43,~~305~~375 for the three months ended ~~September~~March 3031, ~~2010~~2011. ~~After~~In the year 2009, ~~the~~we ~~Company~~were ~~reassessed~~fully ~~its~~engaged ~~sales~~in ~~policy~~new ~~and~~product ~~found~~sales ~~what~~of itbottled ~~believes~~water. ~~will~~In ~~prove~~order ~~more~~to ~~suitable~~sell ~~channels~~new ofproducts, ~~distribution~~the ~~for~~Company ~~its~~developed ~~bottled~~extensive ~~water.~~sales Wechannels ~~are~~to ~~seeking~~promote ~~higher~~and ~~quality~~sell ~~customers~~products ~~who~~as ~~accept~~we launched our ~~preferred~~distribution. ~~price~~After ~~levels~~nearly ~~and~~3 ~~pay~~years ~~promptly.~~our ~~During~~product ~~the~~promotion ~~2011~~and ~~the~~cultivation ~~company~~of sales ~~continued~~channels tountil ~~carry~~2012, ~~out~~the ~~this~~Company ~~sales~~has ~~policy,~~obtained ~~However,~~more ~~this~~new ~~repositioning~~areas ofand ~~our~~customers ~~marketing~~to ~~and~~increase ~~distribution~~its ~~effort~~sales ~~resulted~~volume. inThe anincreased ~~increase~~sales involume ~~sales~~mainly resulted in ~~third~~the ~~quarter~~increased ~~of 2011~~revenues.

Cost of revenue. Our total cost of revenue increased by $432,~~844~~729 approximately 799% from $6633,~~734~~219 for the three months ended ~~September~~March 3031,2011 ~~2010~~ to $7165,~~578~~948 for the three months ended ~~September~~March 3031,~~2011~~2012. This was primarily due to ~~increased~~ the increased sales ~~and~~volume ~~materials~~that ~~and~~related ~~labor~~to the cost of the materials. .

Gross profit. Gross profit, as a percentage of total revenue for the three months ended September 30, 2011 and 2010, was approximately 48% or $65,611 as compared to 45% or $55,571. Increased gross margins were mainly due to increased sales.14

~~Operating~~Gross ~~expenses~~profit. ~~Our~~Gross ~~total operating expenses for the three months ended September 30~~profit, ~~2011~~as ~~and~~a ~~2010~~percentage ~~were $182,398 and $139,775, respectively. The principal components~~ of ~~operating~~total ~~expenses~~revenue ~~were~~for ~~selling~~the ~~and~~three ~~distribution~~months ~~expenses,~~ended ~~administrative~~March ~~salaries and benefits~~31, ~~depreciation~~2012 and ~~amortization~~2011, ~~travel~~was ~~expense,~~approximately ~~rental~~26% ~~expense~~or ~~and other general administration cost. An increase in operating expenses for the three months ended September 30, 2011 of~~ $4223,~~623~~606 as compared to ~~the~~23% ~~three~~or ~~months~~$10,156. ~~ended~~Increased ~~September~~gross ~~30,~~margins ~~2010~~were ~~was~~mainly ~~primarily~~ due to the ~~administrative~~decreased ~~expense~~unit ~~increase~~cost ~~during~~and ~~this~~due ~~period~~to ofincreased ~~third~~production ~~quarter of 2011~~volume.

~~Unrealized~~Operating ~~gain~~expenses. onOur ~~financial~~total ~~instruments.~~operating ~~Unrealized~~expenses ~~gains~~for orthe ~~losses~~three onmonths ~~financial~~ended ~~instruments~~March ~~represent~~31, ~~the~~2012 ~~change~~and in2011 ~~the~~were ~~fair~~$367,200 ~~market~~and ~~value~~$201,184, respectively. The principal components of ~~the~~operating ~~financial~~expenses ~~instruments~~were atselling ~~each~~and ~~reporting~~distribution ~~date.~~expenses, ~~The~~administrative ~~unrealized~~salaries ~~gain~~and onbenefits, ~~financial~~depreciation ~~instruments~~and amortization, travel expense, rental expense and other general administration cost. An increase in operating expenses for the three months ended ~~September~~March 3031, ~~2011~~2012 ~~was~~of $7166,~~497.~~016 ~~There~~as ~~was~~compared anto ~~unrealized~~the ~~gain on~~three ~~financial~~months ~~instruments~~ended ofMarch $431,~~058~~2011 ~~for~~was primarily due to the ~~three~~increasing ~~months~~of ~~ended~~administrative ~~September~~expenses ~~30,~~during ~~2010~~first quarter of 2012.

~~Net loss~~Unrealized gain on financial instruments. WeUnrealized ~~had~~gains aor ~~net~~losses ~~loss~~on offinancial ~~$112,931 for~~instruments represent the ~~three~~change ~~months~~in ~~ended~~the ~~September~~fair ~~30,~~market ~~2011,~~value ~~and $76,685~~of ~~for~~ the ~~three~~financial ~~months~~instruments ~~ended~~at ~~September~~each ~~30,~~reporting ~~2010~~date. The ~~increase~~unrealized ofgain ~~net~~on ~~loss~~financial ~~was~~instruments ~~primarily~~for ~~due~~the tothree ~~the~~months ~~increased~~ended ~~materials~~March ~~and~~31, ~~cost~~2012 towas ~~the~~$0. ~~production~~There aswas ~~well~~an asunrealized ~~promotional~~gain on ~~cost~~financial ~~related~~instruments toof ~~price~~$14,588for ~~increase~~the three months ended March 31, 2011.

13Net loss. We had a net loss of $388,746 for the three months ended March 31, 2012, and $176,786 for the three months ended March 31, 2011. The increase of net loss was primarily due to the increased administrative expenses, the increased materials and cost to the production and the increased promotional cost.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are our cash and cash flow generated from investing and financing. Net cash provided by investing and financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 was $77,972 ~~351~~and$66,~~293~~314,respectively, which was mainly attributable to the proceeds ~~due~~from toaffiliated (related) companies. Our cash and cash equivalents were $3289,~~550~~093 as of March 31, 2012. We plan to secure bank loans to support our future projects. Our Chairman, the majority shareholder, has also promised to provide additional funds when needed. However, this promise is not a legally binding commitment.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and impairment of assets.

Revenue recognition. We recognize revenue using various revenue recognition policies based on the nature of the sale and the terms of the contract.

Revenues from the sale of bottled water products are recognized when goods are delivered. The contractual terms of the purchase agreements dictate the recognition of revenues by us. We recognize revenue in accordance with SAB No. 104. Accordingly, four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. We defer any revenue for which the product has not been delivered or is subject to refund until such time that we and our customer jointly determine that the product has been delivered or no refund will be required.

revenue in accordance with SAB No. 104. Accordingly, four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. We defer any revenue for which the product has not been delivered or is subject to refund until such time that we and our customer jointly determine that the product has been delivered or no refund will be required.

Impairment of assets. Our policy is to periodically review and evaluate whether there has been a permanent impairment in the value of long-lived assets. Factors considered in this evaluation include current operating results, trends and anticipated undiscounted estimated future cash flows are less than the carrying value.

Allowances for accounts receivable. Our provisioning policy for bad and doubtful debt is based on the evaluation of ~~collectibility~~collectability and aging analysis of accounts receivable and on management's judgment. We do not require collateral or other security to support client receivables. We conduct periodic reviews of our clients' financial condition and customer payment practices to minimize collection risks on accounts receivable. This review is based on a considerable amount of judgment which is required in assessing the ultimate realization of these receivables, including the current creditworthiness and the past collection history of each customer. As of ~~September~~March 3031, ~~2011~~2012, we had made $~~744~~773,~~627~~539 allowance for doubtful debts.

Financial instruments. The carrying amounts of all financial instruments approximate fair value. The carrying amounts of cash, accounts receivable, related party receivables, unsecured loans, accounts payable and related party payables approximate fair value due to the short-term nature of these items. The carrying amounts of borrowings approximate the fair value based on our expected borrowing rate for debt with similar remaining maturities and comparable risk.

Earnings per share. Basic earnings per share are computed by dividing the net income attributable to common stock for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing the net income for the year by the weighted average number of common and common equivalent shares outstanding during the year. Common equivalent shares (which includes incremental common shares issuable upon the exercise of stock options, unvested restricted common stock and shares that may be issued on a contingent basis) are included in diluted earnings per share to the extent such shares are dilutive. In accordance with SFAS 128, Earnings Per Share, we use income from continuing operations, net of income taxes, as the “control number” in determining whether common equivalent shares are dilutive or anti-dilutive in periods where discontinued operations are reported.

Recently issued accounting pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12, Comprehensive Income (Topic 220) (“ASU 2011-12”). ASU 2011-12 allows deferral of the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income in ASU No. 2011-05. This update is effective at the same time as the amendments in ASU No. 2011-05. The adoption of this ASU will not have a material impact on the Company’s financial statements.

2011-12 allows deferral of the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income in ASU No. 2011-05. This update is effective at the same time as the amendments in ASU No. 2011-05. The adoption of this ASU will not have a material impact on the Company’s financial statements.

In December 2011, FASB issued ASU No. 2011-11, Balance Sheet (Topic 210) (“ASU 2011-11). ASU 2011-11 provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The objective of this update is to facilitate comparison of entities that prepare their financial statements on the basis of U.S. generally accepted accounting principles (“GAAP”) with those preparing their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU will not have a material impact on the Company’s financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively. This guidance will be effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not change the presentation of its consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). ASU 2011-04 expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. This guidance will be effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not materially affect its consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE and QUALITATIVE DISCLOSURES about MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

~~Material Weaknesses identified Prior to Fiscal 2010~~17

~~Our~~Securities ~~Chief~~and ~~Executive~~Exchange ~~Officer~~Commission’s rules and ~~Chief~~forms. ~~Financial~~Disclosure ~~Officer~~controls ~~have~~and ~~evaluated~~procedures ~~the~~include, ~~effectiveness~~without oflimitation, ~~our disclosure~~ controls and procedures ~~(as~~designed ~~this~~to ~~term~~ensure isthat ~~defined~~information ~~under~~required ~~the~~to ~~rules~~be ofdisclosed ~~the~~by ~~SEC)~~us asin ofthe ~~August 10,~~reports ~~2006.~~that ~~Based~~we onfile ~~this~~under ~~evaluation,~~ the ~~Company’s~~Exchange ~~Chief~~Act ~~Executive~~is ~~Officer~~accumulated and ~~Chief~~communicated ~~Financial~~to ~~Officer~~our ~~and Executive Chairman concluded that~~management, asincluding ~~of August 10, 2006,~~ our ~~disclosure~~principal ~~controls~~executive and ~~procedures~~financial ~~were not effective in recording~~officers, ~~processing,~~as ~~summarizing~~appropriate ~~and~~to ~~reporting,~~allow ~~on a~~ timely ~~basis,~~decisions ~~information~~regarding required ~~to be disclosed by the Company~~ disclosure.

15Material Weaknesses identified Prior to Fiscal 2011

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as this term is defined under the rules of the SEC) as of August 10, 2006. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer and Executive Chairman concluded that, as of August 10, 2006, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the US Securities Exchange Act of 1934 as a result of material weaknesses in our internal control over financial reporting described below.

In the process of filing our registration statement, we identified certain accounting errors in our reported US GAAP annual results for fiscal 2004 and 2005 and certain quarterly results in 2005 and 2006. As a result, we have restated the amounts and disclosures in those annual financial statements.

The financial statements which should no longer be relied upon include:

(i) the audited consolidated financial statements contained in our report on Form 10-KSB for the fiscal year ended December 31, 2004 (the “2004 10-KSB”), filed with the SEC on April 15, 2005, Amendment No. 1 to the 2004 10-KSB filed on July 15, 2005, and Amendment No. 2 to the 2004 10-KSB filed on January 13, 2006 ; (ii) the audited consolidated financial statements contained in our report on Form 10-KSB for the fiscal year ended December 31, 2005 (the “2005 10-KSB”), filed with the SEC on April 17, 2006; (iii) the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended March 31, 2005 (the “March 31, 2005 10-QSB”), filed with the SEC on May 24, 2005; (iv) the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended June 30, 2005 (the “June 30, 2005 10-QSB”), filed with the SEC on August 15, 2005; (v) the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended September 30, 2005 (the “ September 30, 2005 10-QSB”), filed with the SEC on November 15, 2005 and Amendment No. 1 to the September 30, 2005 10-QSB filed on January 13, 2006; and (vi) the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended March 31, 2006 (the “March 31, 2006 10-QSB”), filed with the SEC on May 15, 2006.


(i)	the audited consolidated financial statements contained in our report on Form 10-KSB for the fiscal year ended December 31, 2004 (the “2004 10-KSB”), filed with the SEC on April 15, 2005, Amendment No. 1 to the 2004 10-KSB filed on July 15, 2005, and Amendment No. 2 to the 2004 10-KSB filed on January 13, 2006,
(ii)	the audited consolidated financial statements contained in our report on Form 10-KSB for the fiscal year ended December 31, 2005 (the “2005 10-KSB”), filed with the SEC on April 17, 2006;
(iii) (iv)	the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended March 31, 2005 (the “March 31, 2005 10-QSB”), filed with the SEC on May 24, 2005;
	the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended March 31, 2005 (the “March 31, 2005 10-QSB”), filed with the SEC on August 15, 2005;
(v)	the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended September 30, 2005 (the “ September 30, 2005 10-QSB”), filed with the SEC on November 15, 2005 and Amendment No. 1 to the September 30, 2005 10-QSB filed on January 13, 2006; and


(vi)	the unaudited consolidated financial statements contained in our quarterly report on Form 10-QSB for the quarterly period ended March 31, 2006 (the “March 31, 2006 10-QSB”), filed with the SEC on May 15, 2006.

Gain on disposal of XY

As previously disclosed in our 2004 10-KSB, including amendments thereto, and comparative figures in our 2005 10-KSB, we recorded a gain on disposal of $2,029,720 in 2004 for the disposal of our 90% attributable interest in Xian Yang Bai Sheng Water Purifying Company Limited (“XY”) to True Global Limited (“TGL”), an independent party, at a consideration of $4,130,435 (RMB34.2 million). The disposal was made pursuant to a tri-party framework agreement between Evergreen Asset Group Limited (“EGAG”), TGL and Guang Dong Xin Sheng Environmental Protection Company Limited (“GDXS”) in which EGAG transferred 90% of its equity interest in XY to TGL while GDXS continued to own 10% of its equity interest in XY. The transaction was consummated on October 26, 2004 and the gain represents the difference between the disposal proceeds and our ~~attributable~~ share of net assets of XY at the date of disposal. In the same year, we also recognized an amount of $9,115,942 for the construction revenue of XY using the percentage-of-completion method, estimated costs and claim recognition for construction contracts. The amount accounted for 97% of our total revenue in 2004.

In the previously filed 2004 10-KSB, as amended to date, and comparative figures in our previously filed 2005 10-KSB, the accounting treatment for the construction revenue of XY does not comply with SOP 81-1 or EITF 00-21. As a result, we will file an amendment to the 2004 10-KSB and 2005 10-KSB with adjusted disclosure to record the transaction as part of the gain on the disposal of the XY subsidiary rather than as revenue from construction of wastewater treatment plant. As such our adjusted total revenue for the fiscal year ended December 31, 2004 was $250,571 and the adjusted gain on disposal of interest in a subsidiary - XY was $5,220,299. Due to the same reason, account receivable from TGL amounted to $9,416,039 as of December 31, 2004 will be reclassified to prepayment, deposits and other receivables in our upcoming amendment to the 2004 10-KSB, comparative figures in this amendment to the 2005 10-KSB and comparative figures in the upcoming or recently filed amendments to the ~~June~~March 3031, 2005 10-QSB and September 30, 2005 10-QSB.

Group reorganization

In Note 2(ii) and 2(iii) to the consolidated financial statements contained in the previously filed 2004 10-KSB and 2005 10-KSB and Note 2 to the consolidated financial statements contained in the previously filed March 31, 2005 10-QSB, ~~June~~March 3031, 2005 10-QSB, September 30, 2005 10-QSB and March 31, 2006 10-QSB, we disclosed group reorganization transactions. Pursuant to rules promulgated by the SEC, the merger or acquisition of a private operating company into a non-operating public shell corporation with nominal net assets is considered a capital transaction, rather than a business combination. As such, no disclosures are required under FAS 141 because the transactions described were not business combinations. For accounting purposes, the transaction has been treated as a reverse acquisition and a recapitalization, and pro-forma information is not presented. Accordingly, the upcoming amendments to the 2004 10-KSB, this amendment to the 2005 10-KSB, and the recent or upcoming amendments to the March 31, 2005 10-QSB, ~~June~~March 3031, 2005 10-QSB, September 30, 2005 10-QSB and March 31, 2006 10-QSB will not include references to the group reorganization ~~transactions~~ throughout the financial statements. We will also restate the common stock immediately after the recapitalization to $100,000 in the upcoming amended March 31, 2005 10-QSB and have done so in the recent amended June 30, 2005 10-QSB.

transactions throughout the financial statements. We will also restate the common stock immediately after the recapitalization to $100,000 in the upcoming amended March 31, 2005 10-QSB and have done so in the recent amended March 31, 2005 10-QSB.

Reclassification of April warrants

In our previously filed 2005 10-KSB, ~~June~~March 3031, 2005 10-QSB and March 31, 2006 10-QSB, we recorded as equity the warrants issued as part of the units sold in our April 2005 convertible debt issuance. Under EITF No. 00-19, the fair value of these warrants should be reported as a liability. Pursuant to the Warrant Agreement, because there is currently no effective registration statement covering the shares of common stock underlying these warrants, these warrants are currently subject to a cashless exercise whereby the warrant holders may surrender their warrants to the company in exchange for shares of common stock. The number of shares of common stock into which a warrant would be exchangeable in such a cashless exercise depends on both the exercise price of the warrants and the market price of the common stock, each at or near the time of exercise. Because both of these factors are variable, it is possible that the company could have insufficient authorized shares to satisfy a cashless exercise. In this scenario, if the company were unable to obtain shareholder approval to increase the number of authorized shares, the company could be obligated to settle such a cashless exercise with cash rather than by issuing shares of common stock. Further, EITF No. 00-19 requires that we record the potential settlement obligation at each reporting date using the current estimated fair value of the warrants, with any changes being recorded through our statement of operations. We will continue to report the potential settlement obligation as a liability until such time as the warrants are exercised or expire or we are otherwise able to modify the warrant agreement to remove the provisions which require this treatment. In addition to this restatement of our 2005 10-KSB, we will restate our ~~June~~March 3031, 2005 10-QSB and our March 31, 2006 10-QSB to reclassify the April 2005 warrants as a liability.

April and September 2005 Private Placements—non-cash financing charges

In our ~~June~~March 3031, 2005 10-QSB, we did not record any non-cash financing charges and in our September 30, 2005 10-QSB, as amended to date, we did not properly record the non-cash financing charges. Non-cash financing charges represent the amount by which the fair value of derivative liabilities issued exceeds the amount of proceeds received, as an expense at the date of issuance of the April convertible debenture and the September private placement. We will restate our ~~June~~March 3031, 2005 10-QSB and our September 30, 2005 10-QSB to record the non-cash financing charges, which represent the amount by which the fair value of derivative liabilities issued exceeds the amount of proceeds received, as an expense at the date of issuance of the April convertible debenture and the September private placement. As a result of the recording of non-cash financing charges, certain expenses which were previously recorded under general and administrative expenses in our September 30, 2005 10-QSB will be reclassified under non-cash financing charges.

April 2005 Private Placements—unrealized gains or losses in financial instruments

In our ~~June~~March 3031, 2005 10-QSB and our September 30, 2005 10-QSB, as amended to date, we did not record properly the unrealized gains or losses in financial instruments, which represent the change in fair market value of the financial instruments at each reporting date for the April warrants and the bifurcated conversion feature for the convertible debenture. The unrealized gains or losses in financial instruments should have been reported in those filings. We will restate the June 30, 2005 10-QSB and September 30, 2005 10-QSB, as amended to date, to record the unrealized gains or losses in financial instruments which represent the change in

1720

in fair market value of the financial instruments at each reporting date for the April warrants and the bifurcated conversion feature for the convertible debenture. The unrealized gains or losses in financial instruments should have been reported in those filings. We will restate the March 31, 2005 10-QSB and September 30, 2005 10-QSB, as amended to date, to record the unrealized gains or losses in financial instruments which represent the change in fair market value of the financial instruments at each reporting date for the April warrants and the bifurcated conversion feature for the convertible debenture.

Interest in associate

In our ~~June~~March 3031, 2005 10-QSB and our September 30, 2005 10-QSB, as amended to date, the comparative figures for our interest in associate as of December 31, 2004 were recorded based on an effective percentage of equity attributable to the group of 31.5% instead of a direct interest of 35%. We will restate the comparative figures for our interest in associate as of December 31, 2004 in the ~~June~~March 3031, 2005 10-QSB and September 30, 2005 10-QSB to include our interest in associate based on a direct interest of 35%.

Prior Restatements

On January 13, 2006, we amended our 2004 10-KSB. Prior to the January 13, 2006 amendment, in our 2004 10-KSB we recorded our interest in associate based on an effective percentage of equity attributable to the group of 31.5% instead of a direct interest of 35%. In the January 13, 2006 restatement of our 2004 10-KSB, we reported our interest in associate based on a direct interest of 35%. In addition, we have restated the common stock immediately after the recapitalization to $100,000.

On January 13, 2006, we amended our September 30, 2005 10-QSB. Prior to the January 13, 2006 amendment, the September 30, 2005 10-QSB classified as equity the proceeds of our April Debenture and September 2005 private placement allocated to the warrants issued in these transactions. For reasons both the April warrants and September warrants should have been classified as a liability. The restated financial statements in the January 13, 2006 amendment of the September 30, 2005 10-QSB reflect this reclassification. In addition, prior to the January 13, 2006 amendment, the September 30, 2005 10-QSB did not originally report the unrealized gains or losses in financial instruments, which represent the change in fair market value of the financial instruments at each reporting date. The unrealized gains or losses in financial instruments should have been reported in the original filing. Accordingly, the January 13, 2006 restatement of the September 30, 2006 10-QSB reported the unrealized gains or losses in financial instruments, which represent the change in fair market value of the financial instruments at each reporting date. The restatement to the unrealized gains or losses in financial instruments, however, required to be further restated (refer discussion above). In addition, we have restated the common stock immediately after the recapitalization to $100,000.

Steps Undertaken with respect to Material Weaknesses Prior to ~~2010~~2011

In connection with the above matters, we have identified material weaknesses in our internal control over financial reporting, which weaknesses we have reported to our auditors. These material weaknesses comprise:


	(a)	insufficient knowledge and experience among our internal accounting personnel regarding the application of US GAAP and SEC requirements;
	(b)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
	(c)	insufficient emphasis by management on compliance with US GAAP requirements.

We have communicated with our auditors,~~Patrizio~~ Canuswa Accounting & ~~Zhao,LLC~~Tax Services Inc. and concluded that these deficiencies constituted material weaknesses, as defined by Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements,” established by the Public Company Accounting Oversight Board, or PCAOB.

In order to address these material weaknesses our senior management is in the process of conducting a thorough review of our US GAAP financial reporting processes and will prepare and implement a US GAAP action plan. This plan will be designed to generally improve our US GAAP reporting processes and to strengthen our control processes and procedures in order to prevent a recurrence of the circumstances that resulted in the need to restate our quarterly financial statements. Our senior management intends to complete its review and implement a US GAAP action plan as soon as practicable. The US GAAP action plan will incorporate, among other matters, the following initiatives

181. arrange for our senior management and certain accounting and finance-related personnel to attend training sessions on US GAAP and financial reporting responsibilities and SEC disclosure requirements; 2. modify the mandate of our internal audit function to place greater emphasis on the adequacy of, and compliance with, procedures relating to internal controls over US GAAP financial reporting and engage an experience accountant familiar with USGAAP which is not affiliated with Canuswa Accounting & Tax Services Inc., to assist our accounting department and internal audit function in the preparation of our US GAAP consolidated financial statements; 3. recruit an accounting staff member with US GAAP expertise and who is not affiliated with Canuswa Accounting & Tax Services Inc.; and 4. engage an internationally recognized accounting firm, which is not affiliated with ,Canuswa Accounting & Tax Services Inc., to provide us with technical advice on US GAAP matters and SEC disclosure requirements on an ongoing basis.

1. arrange for our senior management and certain accounting and finance-related personnel to attend training sessions on US GAAP and financial reporting responsibilities and SEC disclosure requirements; 2. modify the mandate of our internal audit function to place greater emphasis on the adequacy of, and compliance with, procedures relating to internal controls over US GAAP financial reporting and engage an experience accountant familiar with USGAAP which is not affiliated with ,Patrizio & Zhao,LLC, to assist our accounting department and internal audit function in the preparation of our US GAAP consolidated financial statements; 3. recruit an accounting staff member with US GAAP expertise and who is not affiliated with Patrizio & Zhao, LLC; and 4. engage an internationally recognized accounting firm, which is not affiliated with ,Patrizio & Zhao, LLC, to provide us with technical advice on US GAAP matters and SEC disclosure requirements on an ongoing basis.

We have fully implemented items 1, 2, and 3, while item 4 remains in the planning stage.

Our board of directors discussed the matters disclosed in this filing with the registrant’s independent accountant. On September 25, 2006, we filed a current report on Form 8-K relating to ~~these matters, including a response from our independent account relating to the statements contained therein.~~

Other than those disclosed above, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the first quarter of our 2010 fiscal year.22

~~Material~~these ~~Weaknesses~~matters, asincluding ata ~~September~~response ~~30,~~from ~~2011~~our independent account relating to the statements contained therein.

~~(a)~~Other ~~Evaluation~~than those disclosed above, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the first quarter of ~~Disclosure~~our ~~Controls~~2011 ~~and~~fiscal ~~Procedures~~year.

Material Weaknesses as at March 31, 2012

(a)

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, China Water Group’s management, with the participation of Wenge Fang, our principal executive officer, and Ding Rencai, our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based upon that evaluation, Messrs. Fang and Rencai concluded that these disclosure controls and procedures were effective as of the end of the period covered in this report and that they provided reasonable assurance that the goals of the disclosure controls were met.

(b) Management’s Report on Internal Control ~~Over~~over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as of ~~September~~March 3031, 2010. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

1923

the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

(c) Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 that occurred during the first quarter of our year ended December 31, 2009 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this report, we are not involved in any legal proceedings

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.


Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Description~~25

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA WATER GROUP, INC.
	(Registrant)
Dated: September 17, 2012		By: /s/ Wenge Fang
Dated: August 31, 2015		By: /s/ Wenge Fang
		Wenge Fang,
		Chief Executive Officer
Dated: September 17, 2012		By: /s/ Ding Rencai
Dated: August 31, 2015		By: /s/ Ding Rencai
		Ding Rencai,
		Chief Financial Officer

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Filing Compare · China Water Group, Inc.